Common use of Termination for Insolvency Clause in Contracts

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.410.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-non- bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-non- bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, Bayer, in the case of a Bankruptcy Event by Aegerion, or Aegerion, in the case of a Bankruptcy Event by Bayer, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate shall only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Technology and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Technology, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, embodiments shall be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 9.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code., foreign equivalents or other law. LICENSE AGREEMENT

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days [***] after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.49.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property Intellectual Property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, BIND, in the case of a Bankruptcy Event by Amgen, or Amgen, in the case of a Bankruptcy Event by BIND, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate will only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall will retain and may fully exercise all of their respective its rights and elections under the US Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are US Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and Patent and other intellectual property licensed rights and all embodiments hereof (sub)licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 15.2(d) is without prejudice to any rights the non-Affected Party may have arising under the US Bankruptcy Code, foreign equivalents or other law. Amgen Contract No.: 2013579490 38 EXECUTION COPY

Termination for Insolvency. To the extent permitted under Law, either (a) Either Party may terminate this Agreement, (a) if, at any time, Agreement in its entirety upon providing written notice to the other Party files in any court on or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for after the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the time that such other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be makes a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each Party agrees , files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to give liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other Party prompt notice similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the foregoing events giving rise to termination under this Section 11.4. type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than [***]. (b) All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00Title 11 of the United States Code and other similar laws in any other jurisdiction outside of the Territory (collectively, Xxxxxx Xxxxxx Code (the “Bankruptcy CodeLaws”) ), licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeLaws. All materials required If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be delivered performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its rights hereunder as provided for under this Agreement the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including all manufacturing informationa Title 11 trustee), and all materials relating shall provide to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to copies of all Patents and Information necessary for the non-bankrupt [*] = Certain confidential information contained in Party to prosecute, maintain and enjoy its rights under the terms of this documentAgreement. All rights, marked by brackets, is filed with the Securities powers and Exchange Commission pursuant to Rule 406 remedies of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt PartyParty as provided herein are in addition to and not in substitution for any and all other rights, unless powers and remedies now or hereafter existing at law or in equity (including the bankrupt Bankruptcy Laws) in the event of the commencement of a case by or against a Party elects under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to continue, and continues, this Agreement that the rights granted to perform all of its obligations the Parties under this Agreement. All written agreements entered into in connection with Section 13.5 are essential to the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of respective businesses and the Bankruptcy CodeParties acknowledge that damages are not an adequate remedy.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, liquidation or receivership proceedings, or upon an assignment of a substantially all of its assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, BIND, in the case of a Bankruptcy Event by AstraZeneca, or AstraZeneca, in the case of a Bankruptcy Event by BIND, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate will only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall will retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any intellectual property licensed Know-How and Patent and other *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeomitted portions.

Termination for Insolvency. To If, at any time during the extent permitted under Law, either Party may terminate this AgreementTerm, (a) ifa case is commenced by or against either Party under Title 11, at any timeUnited States Code, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsas amended, or analogous provisions of Applicable Law outside the United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] after the commencement thereof, (b) if either Party files for or is subject to the institution of bankruptcy, liquidation or receivership proceedings (other Party is served with an involuntary petition against itthan a case under the Bankruptcy Code), filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other either Party shall propose assigns all or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all substantial portion of its assets for the benefit of creditors. Each Party agrees , (d) a receiver or custodian is appointed for either Party’s business, or (e) a substantial portion of either Party’s business is subject to give attachment or similar process (each of ((a) through (e)), a “Bankruptcy Event”); then, in any case of a Bankruptcy Event, the other Party prompt may terminate this Agreement immediately upon written notice of to the foregoing events giving rise to termination extent permitted under this Section 11.4Applicable Law. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties agree that each Party, as a licensee of such intellectual property rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code. Upon Code or analogous provisions of Applicable Law outside the bankruptcy of any PartyUnited States, the non-bankrupt other Party shall further be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property rights licensed to the non-bankrupt [*] = Certain confidential information contained in such Party under this documentAgreement and all embodiments of such intellectual property rights, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its such Party’s possession, shall will be promptly delivered to the non-bankrupt it (i) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the bankrupt Party in the bankruptcy proceeding elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with Agreement or (ii) if not delivered under clause (i), following the Parties’ performance under rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of in the Bankruptcy Codebankruptcy proceeding, upon written request therefor by the other Party.

Termination for Insolvency. To the extent permitted under Law, either (a) Either Party may terminate this Agreement, (a) if, at any time, Agreement in its entirety upon providing written notice to the other Party files in any court on or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for after the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the time that such other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be makes a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each Party agrees , files a petition for relief in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to give liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other Party prompt notice similar proceeding for the release of financially distressed debtors, or becomes the involuntary subject of any proceeding or action of the foregoing events giving rise to termination under this Section 11.4. type described above and such proceeding or action remains un-dismissed or un-stayed for a period of more than [*]. (b) All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00Title 11 of the United States Code and other similar laws in any other jurisdiction outside of the Territory (collectively, Xxxxxx Xxxxxx Code (the “Bankruptcy CodeLaws”) ), licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeLaws. All materials required If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be delivered performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its rights hereunder as provided for under this Agreement the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including all manufacturing informationa Title 11 trustee), and all materials relating shall provide to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to copies of all Patents and Information necessary for the non-bankrupt [*] = Certain confidential information contained in Party to prosecute, maintain and enjoy its rights under the terms of this documentAgreement. All rights, marked by brackets, is filed with the Securities powers and Exchange Commission pursuant to Rule 406 remedies of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt PartyParty as provided herein are in addition to and not in substitution for any and all other rights, unless powers and remedies now or hereafter existing at law or in equity (including the bankrupt Bankruptcy Laws) in the event of the commencement of a case by or against a Party elects under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to continue, and continues, this Agreement that the rights granted to perform all of its obligations the Parties under this Agreement. All written agreements entered into in connection with Section 12.6 are essential to the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of respective businesses and the Bankruptcy CodeParties acknowledge that damages are not an adequate remedy.

Termination for Insolvency. To the extent permitted under Law, either If voluntary or involuntary proceedings by or against a Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition are instituted in bankruptcy under any insolvency law, or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetscustodian is appointed for such Party, or (b) proceedings are instituted by or against such Party for corporate reorganization or the dissolution of such Party, which proceedings, if the other Party is served with an involuntary petition against itinvoluntary, filed in any insolvency proceeding, and such petition shall not be have been dismissed within ninety sixty (9060) days after the filing thereofdate of filing, or (c) if the other such Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of substantially all of its assets for the benefit of creditors. Each , or substantially all of the assets of such Party agrees to give are seized or attached and not released within sixty (60) days thereafter, the other Party prompt may immediately terminate this Agreement effective upon notice of the foregoing events giving rise to termination under this Section 11.4such termination. All rights and licenses distribution rights granted under or pursuant to any section of this the Agreement are by Unigene to GSK are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in under Section 101(35A101(52) of the U.S. Bankruptcy Code. The Parties agree that GSK, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code, subject to performance by GSK of its preexisting obligations under the Agreement. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against Unigene under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party GSK shall further be entitled to a complete duplicate of, of (or complete access to, as appropriate) any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 all embodiments of the Securities Act of 1933, as amended. Partysuch intellectual property, and suchsame, if not already in its possession, shall be promptly delivered to the non-bankrupt PartyGSK (a) upon any such commencement of a bankruptcy proceeding upon written request therefore by GSK, unless the bankrupt Party Unigene elects to continue, and continues, continue to perform all of its obligations under this Agreement. All , or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of Unigene upon written agreements entered into in connection with the Parties’ performance request therefore by GSK, provided, however, that upon Unigene’s (or its successor’s) written notification to GSK that it is again willing and able to perform all of its obligations under this Agreement from time Agreement, GSK shall promptly return all such tangible materials to time shall be considered agreements “supplementary” Unigene , but only to the extent that GSK does not require continued access to such materials to enable GSK to perform its obligations under this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To the extent permitted under Law, either (a) Either Party may terminate this Agreement, (a) if, at any time, Agreement in its entirety upon providing written notice to the other Party files in any court on or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for after the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the time that such other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be makes a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each Party agrees , files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to give liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other Party prompt notice similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the foregoing events giving rise to termination under this Section 11.4. type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than ninety (90) days. (b) All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00Title 11 of the United States Code and other similar laws in any other jurisdiction outside of the Territory (collectively, Xxxxxx Xxxxxx Code (the “Bankruptcy CodeLaws”) ), licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeLaws. All materials required If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be delivered performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its rights hereunder as provided for under this Agreement the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including all manufacturing informationa Title 11 trustee), and all materials relating shall provide to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to copies of all Patents and Information necessary for the non-bankrupt [*] = Certain confidential information contained in this documentParty to prosecute, marked by brackets, is filed with maintain and enjoy its rights under the Securities and Exchange Commission pursuant to Rule 406 terms of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.this

Termination for Insolvency. 11.5.1 To the extent permitted under by Law, this Agreement may be terminated by either Party may terminate this Agreementupon the filing or institution of bankruptcy, (a) ifreorganization, at any timeliquidation, or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party files Party; provided, however, that in any court or agency pursuant to any statute or regulation the event of any state or country, a petition in involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of receivership proceeding, such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or of substantially all of its assets, receivership or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. . 11.5.2 All rights and licenses granted under or pursuant to any section of this Agreement are by Histogen are, and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in under Section 101(35A) 101 of the Bankruptcy Code. The Parties agree that either Party, as licensee of intellectual property under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered The Parties further agree that in the event of a rejection of this Agreement by the non-bankrupt either Party in any bankruptcy proceeding by or against that Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon , (i) the bankruptcy of any Party, the non-bankrupt other Party shall further be entitled to a complete duplicate of, of (or complete access to, as appropriate) any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this documentand all embodiments of such intellectual property, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its that Party’s possession, shall be promptly delivered to it upon written request therefor by the non-bankrupt Party, unless and (ii) neither Party shall interfere with the bankrupt Party elects Licensed Party’s rights to continueintellectual property and all embodiments of intellectual property, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection shall assist and not interfere with the Parties’ performance under this Agreement Party obtaining intellectual property and all embodiments of intellectual property from time to time shall be considered agreements another entity. The term “supplementaryembodiments” to this Agreement for purposes of Section 365(n) intellectual property includes all tangible, intangible, electronic, or other embodiments of the Bankruptcy Coderights and licenses hereunder, including all Products, data, and tangible assets embodying intellectual property, filings with Regulatory Authorities and related rights, and Histogen Know-How and Amerimmune Know-How.

Termination for Insolvency. To the extent permitted under by Law, either Party may terminate this Agreementupon the filing or institution of bankruptcy, (a) ifreorganization, at any time, the other Party files in any court liquidation or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsreceivership proceedings, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make upon an assignment of substantially all a substantial portion of its the assets for the benefit of creditorscreditors (a “Bankruptcy Event”) by either Party, Aerpio, in the case of a Bankruptcy Event by Licensee, or Licensee, in the case of a Bankruptcy Event by Aerpio, *** Certain information on this page has been omitted and filed separately with the Commission. Each Confidential treatment has been requested with respect to the omitted portions. may terminate this Agreement; provided, however, that, in the case of any involuntary bankruptcy proceeding, such right to terminate will only become effective if the subject Party agrees consents to give the other Party prompt notice of involuntary bankruptcy or such proceeding is not dismissed within [***] after the foregoing events giving rise to termination under this Section 11.4filing thereof. All rights and licenses granted under or pursuant to any section of this Agreement agreement are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights right to “intellectual property” as defined in under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties shall Code and Licensee as licensee under this Agreement and Aerpio will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (a) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (b) if not delivered under the Parties’ performance under foregoing clause (a), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 10.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law.

Termination for Insolvency. To the extent permitted under Law, either 12.4.1 Either Party may terminate this Agreement, (a) if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is proposes a written agreement of composition or extension of substantially all of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days [***] after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4[***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “"Bankruptcy Code”") licenses of rights to “"intellectual property” " as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, Each Party will have the other Party files in any court or agency pursuant right to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) terminate this Agreement immediately upon written notice if the other Party is served with an involuntary petition against itthe subject of any Insolvency Event, filed in any insolvency proceeding, and provided that such petition right shall not be dismissed within ninety (90) days after available to either Party if the filing thereof, or (c) if Party subject to the Insolvency Event is subject to a type of Insolvency Event whereby the business of the other Party shall propose or be a party to any dissolution or liquidation, or is continuing in the ordinary course of business. (db) if the other Party shall make an assignment of substantially The Parties agree that all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall will otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 0011 U.S.C. § 101, Xxxxxx Xxxxxx Code et. seq. (the “Bankruptcy Code”) ), licenses of rights to “intellectual property” as defined in Section under the Paragraph 101(35A) of the Bankruptcy Code. The Parties shall agree that the non-bankrupt Party will retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Codeapplicable Law. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the Bankruptcy Code. Upon the commencement of bankruptcy of any proceeding by or against a bankrupt Party, the non-bankrupt other Party shall further will be entitled to a complete duplicate of, or complete access to, to any intellectual tangible and intangible property that is licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission such Party pursuant to Rule 406 of the Securities Act of 1933, as amended. Partylicense grants under Article 9, and suchall embodiments of such tangible and intangible property, but only to the extent provided for in such license grants; and such access and embodiments, if not already available to the other Party or in its the other Party’s possession, shall will be promptly made available or delivered to the non-bankrupt other Party (a) upon any such commencement of a bankruptcy proceeding, upon the other Party’s written request therefor (which request must identify the specific intellectual property), unless the bankrupt Party (or trustee on behalf of the bankrupt Party) elects within [**] to continue, and continues, continue to perform all of its obligations under this AgreementAgreement or (b) if not delivered under (a) above, upon rejection of this Agreement by or on behalf of the bankrupt Party, upon written request therefore by the other Party. (c) If the Party involved in the Insolvency Event is Translate Bio, Translate Bio hereby undertakes that it will notify the relevant insolvency officer(s), and reasonably request that such insolvency officer(s) notify(ies) any potential purchaser of the Licensed Technology of the existence of this Agreement and Sanofi’s rights hereunder, and that this Agreement and such rights of Sanofi shall remain valid and in force. All written agreements entered into Sanofi will have the right, at its discretion and expense, to have the licenses granted by Translate Bio to Sanofi hereunder and any have Licensed Patents registered with the relevant Governmental Authorities and Translate Bio will, upon Sanofi’s request, provide Sanofi with reasonable assistance to affect such registrations, if required in connection with any Insolvency Event in order to protect the Parties’ performance under this Agreement from time rights and licenses granted to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodeSanofi herein.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) ifIf, at any timetime during the Term (i) a case is commenced by or against either Party under Xxxxx 00, Xxxxxx Xxxxxx Code, as amended, or analogous provisions of Applicable Law outside the other United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within […***…] after the commencement thereof, (ii) either Party files in any court for or agency pursuant is subject to any statute the institution of bankruptcy, liquidation or regulation of any state receivership proceedings (other than a case under the Bankruptcy Code), (iii) either Party assigns all or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all substantial portion of its assets for the benefit of creditors. Each Party agrees , (iv) a receiver or custodian is appointed for either Party’s business, or (v) a substantial portion of either Party’s business is subject to give attachment or similar process; then, in any such case ((i), (ii), (iii), (iv) or (v)), the other Party prompt may terminate this Agreement upon written notice of to the foregoing events giving rise to termination extent permitted under this Section 11.4Applicable Law. All rights and licenses granted under or pursuant to any section of this Agreement are by CDL to Kite (and Kite to CDL, as applicable), are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties agree that each Party, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code. Upon Code or analogous provisions of applicable Laws outside the bankruptcy of any PartyUnited States, the non-bankrupt other Party shall further will be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this documentsuch Party and all embodiments of such intellectual property, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its such Party’s possession, shall will be promptly delivered to the non-bankrupt it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the bankrupt Party in the bankruptcy proceeding elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this License Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.or

Termination for Insolvency. To the extent permitted under Law, either Either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety one hundred and eighty (90180) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give To the other Party prompt notice of the foregoing events giving rise to termination extent permitted under this Section 11.4. All Law, all rights and licenses granted under or pursuant to any section of this Agreement Agreement, including any option to receive a license, are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101 (35A) of the Bankruptcy Code. The Parties acknowledge that each BSP Option provided herein is, to the extent permitted under Law, an exclusivity provision within the meaning of Section 365(n) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either 8.4.1. Either Party may terminate this Agreement, (a) Agreement in its entirety effective immediately upon written notice to the other Party if, at any time, the time such other Party (a) files in any court or agency pursuant to any statute or regulation of any state or country, country a petition in bankruptcy or insolvency or for reorganization (except for solvent reorganization or solvent reconstruction) or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party proposes a written agreement of composition or extension of substantially all of its debts, (c) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall is not be dismissed within ninety (90) days ** after the filing thereof, or (cd) if the other Party shall propose or proposes to be a party to any dissolution or liquidation, (e) admits in writing its inability generally to meet its obligations as they fall due in the general course or (df) if the other Party shall make makes an assignment of substantially all of its assets for the benefit of creditors. 8.4.2. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Codeany Applicable Laws that relate to bankruptcy or insolvency. All materials required to be delivered Unless otherwise prohibited by the non-bankrupt Party under this Agreement (including all manufacturing information), Applicable Law and all materials relating to the Licensed Intellectual Property thatwithout limiting any Party’s rights or obligations hereunder, in the course of dealing between event a Party has the Parties under right to terminate this Agreement, are or would be customarily delivered, shall be considered Agreement pursuant to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party8.4.1, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access toto and use of, any intellectual property licensed and all embodiments of intellectual property to which rights or licenses (including non-assertion rights) have been granted to the non-bankrupt [*] = Certain confidential information contained in Party under this document, marked Agreement by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. other Party, and suchwhich, if not already in its possession, shall be promptly delivered to the non-bankrupt Party by the other Party (a) upon the commencement of a bankruptcy proceeding of the other Party upon the non-bankrupt Party’s written request therefor, unless the bankrupt Party subject to such proceeding elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with Agreement or (b) if not delivered under clause (a) above, following the Parties’ performance under rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Bankruptcy CodeParty subject to such proceeding upon written request therefor by the non-bankrupt Party.

Termination for Insolvency. To the extent permitted under Subject to Applicable Law, either Party (i.e., the non-insolvent Party) may terminate this Agreement, (a) if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is proposes a written agreement of composition or extension of substantially all of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety sixty (9060) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual property licensed or relating to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 obtaining protection of the Securities Act of 1933, as amended. Partyor maintaining same, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under by Law, either Party may terminate this Agreementupon the filing or institution of bankruptcy, (a) ifreorganization, at any time, the other Party files in any court liquidation or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsreceivership proceedings, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make upon an assignment of substantially all a substantial portion of its the assets for the benefit of creditors. Each creditors (a “Bankruptcy Event”) by either Party, Aerpio, in the case of a Bankruptcy Event by Licensee, or Licensee, in the case of a Bankruptcy Event by Aerpio, may terminate this Agreement; provided, however, that, in the case of any involuntary bankruptcy proceeding, such right to terminate will only become effective if the subject Party agrees consents to give the other Party prompt notice of involuntary bankruptcy or such proceeding is not dismissed within [***] after the foregoing events giving rise to termination under this Section 11.4filing thereof. All rights and licenses granted under or pursuant to any section of this Agreement agreement are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights right to “intellectual property” as defined in under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties shall Code and Licensee as licensee under this Agreement and Aerpio will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (a) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (b) if not delivered under the Parties’ performance under foregoing clause (a), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 10.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, If either Party: (i) makes a general assignment for the other Party benefit of its creditors or becomes insolvent; (ii) files in any court or agency pursuant to any statute or regulation of any state or country, a an insolvency petition in bankruptcy bankruptcy; (iii) petitions for or insolvency or for reorganization or for an arrangement or for acquiesces in the appointment of a receiver any receiver, trustee or trustee of the Party similar officer to liquidate or of substantially all conserve its business or any substantial part of its assets; (iv) commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors; or (bv) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be becomes a party to any dissolution proceeding or liquidation, action of the type described above in (iii) or (div) if and such proceeding or action remains undismissed or unstayed for a period of more than [***], then the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt may by written notice of the foregoing events giving rise to termination under terminate this Section 11.4. Agreement. (b) All rights and licenses granted under or pursuant to any section of this Agreement are by Celera or SGI are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “United States Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the United States Bankruptcy Code; provided, however, nothing herein shall be deemed to constitute a present exercise of such rights and elections. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party hereto that is not a Party to such proceeding shall further be entitled to a complete duplicate of, of (or complete access to, as appropriate) any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this documentand all embodiments of such intellectual property, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its the non-subject Party’s possession, shall be promptly delivered to it: (i) upon any such commencement of a bankruptcy proceeding upon the non-bankrupt subject Party’s written request therefor, unless the bankrupt Party elects subject to continue, and continues, such proceeding continues to perform all of its obligations under this Agreement. All written agreements entered into in connection with ; or (ii) if not delivered under clause (i) above, following the Parties’ performance under rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Bankruptcy CodeParty subject to such proceeding upon written request therefor by the non-subject Party.

Termination for Insolvency. 14.4.1 To the extent permitted under by Applicable Law, either Party may terminate this AgreementAgreement upon the filing or institution of bankruptcy, (a) ifreorganization, at any timeliquidation, the other Party files in any court or agency pursuant to any statute or regulation of any state or countryreceivership proceedings, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for upon the appointment of a receiver or trustee of the Party over all or of substantially all of its assetsproperty, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make upon an assignment of substantially all a substantial portion of its the assets for the benefit of creditors. Each Party agrees to give creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate will only become effective if the Party prompt notice of consents to the foregoing events giving rise to termination under this Section 11.4. involuntary bankruptcy or such proceeding is not dismissed within [***] after the filing thereof. 14.4.2 All rights and licenses now or hereafter granted by one Party to the other Party under or pursuant to any section of this Agreement are and shall otherwise be deemed to be are, for all purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section 101(35A) of the U.S. Bankruptcy Code. The Parties shall Upon the filing or institution of bankruptcy, reorganization, liquidation, or receivership proceedings, upon the appointment of a receiver or trustee over all or substantially all property, or upon an assignment of a substantial portion of the assets for the benefit of creditors by a Party, such Party agrees that the other Party, as licensee of such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required Each Party will, during the Term, create and maintain current copies or, if not amenable to be delivered by copying, other appropriate embodiments, to the non-bankrupt Party extent feasible, of all intellectual property rights licensed under this Agreement Agreement. Each Party acknowledges and agrees that “embodiments” of intellectual property rights within the meaning of Section 365(n) include laboratory notebooks, cell lines, product samples, and inventory, research studies and data, all Regulatory Approvals (including and all manufacturing informationapplications for Regulatory Approval) and rights of reference therein, in each case, to the extent licensed by a Party to the other Party hereunder, as well as the Denali IP and the Biogen IP (as the case may be), and all materials relating information related to the Licensed Intellectual Property thatDenali IP and the Biogen IP (as the case may be). If (i) a case under the U.S. Bankruptcy Code is commenced by or against the debtor Party, (ii) this Agreement is rejected as provided in the course of dealing between U.S. Bankruptcy Code, and (iii) the Parties under this Agreement, are or would be customarily delivered, shall be considered non-debtor Party elects to be “embodiments” of such intellectual property for purposes of retain its rights hereunder as provided in Section 365(n) of the U.S. Bankruptcy Code, then the debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) will: (a) provide the non-debtor Party with all such intellectual property rights (including all embodiments thereof) licensed hereunder and held by the debtor Party and such successors and assigns, or otherwise available to them, immediately upon the non-debtor Party’s written request. Upon Whenever the bankruptcy debtor Party or any of its successors or assigns provides to the non-debtor Party any Partyof the intellectual property rights licensed hereunder (or any embodiment thereof) pursuant to this Section 14.4 (Termination for Insolvency), the non-bankrupt debtor Party shall further be entitled will have the right to a complete duplicate of, or complete access to, any perform the debtor Party’s obligations hereunder with respect to such intellectual property licensed to rights, but neither such provision nor such performance by the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with debtor Party will release the Securities and Exchange Commission pursuant to Rule 406 debtor Party’s from liability resulting from rejection of the Securities Act of 1933, as amended. Party, and such, if license or the failure to perform such obligations; and (b) not already in its possession, shall be promptly delivered to interfere with the non-bankrupt debtor Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations ’s rights under this Agreement. All written agreements entered into , or any agreement supplemental hereto, with respect to such intellectual property rights (including such embodiments), including any right to obtain such intellectual property rights (or such embodiments) from another entity, to the extent provided in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the U.S. Bankruptcy Code. 14.4.3 All rights, powers, and remedies of the non-debtor Party provided in this Section 14.4 (Termination for Insolvency) are in addition to and not in substitution for any other rights, powers, and remedies now or hereafter existing at law or in equity (including the U.S. Bankruptcy Code) in the event of the commencement of a case under the U.S. Bankruptcy Code with respect to the debtor Party. The Parties intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under U.S. Bankruptcy Code Section 365(n): (a) the right of access to any intellectual property rights (and all embodiments thereof) of the debtor Party licensed hereunder, or any Third Party with whom the debtor Party contracts to perform any obligation of the debtor Party under this Agreement, and, in the case of any such Third Party, that is necessary for the Exploitation of Option Products or ROFN Products and licensed hereunder; and (b) the right to contract directly with any Third Party to complete the contracted work.

Termination for Insolvency. To the extent permitted under Law, either (a) Either Party may terminate this AgreementAgreement in its entirety, (a) if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is proposes a written agreement of composition or extension of substantially all of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) calendar days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. , (“Bankruptcy”). (b) All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into Nothing in connection with the Parties’ performance under this Agreement from time to time Section 12.6(b) shall be considered agreements “supplementary” interpreted as giving any Party greater rights to this Agreement for purposes of Section 365(n) the other Party’s intellectual property after the bankruptcy of the Bankruptcy Codeother Party than such Party had prior to such bankruptcy.

Termination for Insolvency. To (i) If voluntary or involuntary proceedings (other than restructuring proceedings under the extent permitted under Companies’ Creditors Arrangement Act of Canada or PRC Bankruptcy Law, either ) by or against a Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition are instituted in bankruptcy under any insolvency law, or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of custodian is appointed for substantially all of its assetsthe business or assets of such Party, or (b) similar proceedings are instituted by or against such party for the dissolution of such Party, which proceedings, if the other Party is served with an involuntary petition against itinvoluntary, filed in any insolvency proceeding, and such petition shall not be have been dismissed within ninety sixty (9060) days after the filing thereofdate of filing, or (cii) if the other such Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give , the other Party prompt may immediately terminate this Agreement effective upon notice of such termination. 13 [***]Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Notwithstanding the foregoing events giving rise and for avoidance of doubt, JBT shall not have the right to termination under terminate this Agreement in accordance with this Section 11.4. All rights and licenses granted under 15.2.3 if: 1) Response’s coming into the above proceedings, or pursuant Response’s declaration of bankruptcy or making a general assignment for the benefit of its creditors, is directly or indirectly caused by JBT’s failure to any section fulfill its monetary payment obligations provided in this Agreement, the TDA and/or the Collaboration Agreement (such as the obligation to pay Development Fees in accordance with Section 5 of the Collaboration Agreement and/or the obligation to indemnify in accordance with Section 10 of the Collaboration Agreement or Article 13 of this Agreement are Agreement, and shall otherwise be deemed the obligations to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (pay the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) Transfer Price of the Bankruptcy Code. The Parties shall retain Raw Materials and may fully exercise all to indemnify in case of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under JBT’s breach in accordance with this Agreement (including all manufacturing informationAgreement), and all materials relating to the Licensed Intellectual Property that, ; or 2) JBT is in the course breach of dealing between the Parties its Material Obligations under this Agreement, are or would be customarily delivered, shall be considered the Collaboration Agreement; provided that such breach was not directly caused by Response; or 3) Response or a permitted assignee approved in accordance with Section 17.2 of this Agreement continues to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyperform its obligations set forth in this Agreement, the non-bankrupt Party shall further be entitled to a complete duplicate ofTDA and/or the Collaboration Agreement despite Response’s coming into the above proceedings, or complete access to, any intellectual property licensed to Response’s declaration of bankruptcy or making a general assignment for the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all benefit of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codecreditors.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, CKD, in the case of a Bankruptcy Event by Zafgen, or Zafgen, in the case of a Bankruptcy Event by CKD, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate shall only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. thereof Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Technology and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Technology, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, embodiments shall be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request therefore by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party and upon written request therefore by the non-Affected Party. This Section 9.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other law.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, Bayer, in the case of a Bankruptcy Event by Aegerion, or Aegerion, in the case of a Bankruptcy Event by Bayer, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate shall only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety [CONFIDENTIAL TREATMENT REQUESTED] /*/ (90[CONFIDENTIAL TREATMENT REQUESTED] /*/) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Technology and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Technology, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, embodiments shall be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 9.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code., foreign equivalents or other law. LICENSE AGREEMENT

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) ifIf, at any timetime during the Term, (i) a case is commenced by or against either Party under Title 11, United States Code, as amended, or analogous provisions of Applicable Law outside the other United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] after the commencement thereof; (ii) either Party files in any court for or agency pursuant is subject to any statute the institution of bankruptcy, liquidation or regulation of any state receivership proceedings (other than a case under the Bankruptcy Code), (iii) either Party assigns all or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all substantial portion of its assets for the benefit of creditors. Each Party agrees , (iv) a receiver or custodian is appointed for either Party’s business, or (v) a substantial portion of either Party’s business is subject to give attachment or similar process (each of ((i) through (v)), a “Bankruptcy Event”); then, in any case of ((i) through (v)), the other Party prompt may terminate this Agreement in its entirety upon written notice of to the foregoing events giving rise to termination extent permitted under this Section 11.4. Applicable Law. (b) All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties agree that each Party, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code. Upon Code or analogous provisions of Applicable Law outside the bankruptcy of any PartyUnited States, the non-bankrupt other Party shall further will be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property Intellectual Property Rights licensed to the non-bankrupt [*] = Certain confidential information contained in this documentsuch Party and all embodiments of such Intellectual Property Rights, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its such Party’s possession, shall will be promptly delivered to the non-bankrupt it (i) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the bankrupt Party in the bankruptcy proceeding elects to continue, and continues, continue to perform all of its obligations under this Agreement; or (ii) if not delivered under clause (i), following the rejection of this Agreement in the bankruptcy proceeding, upon written request therefor by the other Party. All written agreements entered into in connection The Parties further agree that, upon the occurrence of a Bankruptcy Event with respect to a Party, each Party shall have the Parties’ performance right to retain and enforce their rights under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To the extent permitted under Law, either Party Either party may terminate this Agreement, Agreement -------------------------- upon written notice to the other party (with such termination effective upon receipt of such written notice) if: (a) if, at any time, the other Party files in any court party applies for, or agency pursuant to any statute or regulation of any state or countryconsents to, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver receiver, custodian, trustee or trustee liquidator of the Party all or of substantially all a substantial part of its business or assets, or a receiver, custodian, trustee or liquidator of all or a substantial part of its business or assets is actually appointed by a court of competent jurisdiction; (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be party makes a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of its creditors. Each Party agrees to give ; (c) the other Party prompt notice party commences a voluntary case under the United States Bankruptcy Code, as now or hereinafter in effect (the "BANKRUPTCY CODE"), or fails to controvert in a timely manner, or acquiesces to, any petition filed against it in an involuntary case under the Bankruptcy Code; (d) the other party files a petition seeking to take advantage of any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts; or (e) a proceeding or case is commenced against the foregoing events giving rise to termination other party in a court of competent jurisdiction, seeking the other party's liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, or similar relief under this Section 11.4the Bankruptcy Code. All For avoidance of doubt, all rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) , licenses of rights to “"intellectual property” " as defined in Section 101(35A) of the Bankruptcy Codethereunder. The Parties parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required ; provided, however, that should Savient become a party to be delivered a bankruptcy proceeding and such proceeding is not dismissed within [**] then, to the extent permitted by the non-bankrupt Party under law, this Agreement (including all manufacturing information)and the licenses granted by Savient hereunder shall be adopted by any bankruptcy trustee or relevant third party charged with the disposition of same, and all materials relating to shall not be rejected by same, it being the Licensed Intellectual Property parties' intent that, in the course of dealing between the Parties under this Agreementsuch event, are or would be customarily delivered, Cytogen and its Affiliates and sublicensees shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed retain the rights granted to the non-bankrupt [*] = Certain confidential information contained in this document, marked them hereunder by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodeSavient.

Termination for Insolvency. To If, at any time during the extent permitted under Law, either Party may terminate this AgreementTerm, (a) ifa case is commenced by or against either Party under Xxxxx 00, at any timeXxxxxx Xxxxxx Code, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsas amended, or analogous provisions of Applicable Law outside the United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] after the commencement thereof, (b) if either Party files for or is subject to the institution of bankruptcy, liquidation or receivership proceedings (other Party is served with an involuntary petition against itthan a case under the Bankruptcy Code), filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other either Party shall propose assigns all or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all substantial portion of its assets for the benefit of creditors. Each Party agrees , (d) a receiver or custodian is appointed for either Party’s business, or (e) a substantial portion of either Party’s business is subject to give attachment or similar process; then, in any such case of (a)-(e), the other Party prompt may terminate this Agreement upon written notice of to the foregoing events giving rise to termination extent permitted under this Section 11.4Applicable Law. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties agree that each Party, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code. Upon Code or analogous provisions of Applicable Laws outside the bankruptcy of any PartyUnited States, the non-bankrupt other Party shall further will be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property Intellectual Property Rights licensed to the non-bankrupt [*] = Certain confidential information contained in this documentsuch Party and all embodiments of such Intellectual Property Rights, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its such Party’s possession, shall will be promptly delivered to the non-bankrupt it (i) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the bankrupt Party in the bankruptcy proceeding elects to continue, and continues, continue to perform all of its obligations under this AgreementAgreement or (ii) if not delivered under clause (i), following the rejection of this Agreement in the bankruptcy proceeding, upon written request therefor by the other Party. All written agreements entered into in connection The Parties further agree that, upon the occurrence of a bankruptcy event with respect to a Party, each Party shall have the Parties’ performance right to retain and enforce their rights under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To the extent permitted under Law, either (a) Either Party may terminate this Agreement, (a) if, at any time, Agreement in its entirety upon providing written notice to the other Party files in any court on or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for after the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the time that such other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be makes a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each Party agrees , files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to give liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other Party prompt notice similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the foregoing events giving rise to termination under this Section 11.4. type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than sixty (60) days. (b) All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00Title 11 of the United States Code and other similar laws in any other jurisdiction outside of the Territory (collectively, Xxxxxx Xxxxxx Code (the “Bankruptcy CodeLaws”) ), licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeLaws. All materials required If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be delivered performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its rights hereunder as provided for under this Agreement the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including all manufacturing informationa Title 11 trustee), and all materials relating shall provide to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to copies of all Patents and Information necessary for the non-bankrupt [*] = Certain confidential information contained in Party to prosecute, maintain and enjoy its rights under the terms of this documentAgreement. All rights, marked by brackets, is filed with the Securities powers and Exchange Commission pursuant to Rule 406 remedies of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt PartyParty as provided herein are in addition to and not in substitution for any and all other rights, unless powers and remedies now or hereafter existing at law or in equity (including the bankrupt Bankruptcy Laws) in the event of the commencement of a case by or against a Party elects under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to continue, and continues, this Agreement that the rights granted to perform all of its obligations the Parties under this Agreement. All written agreements entered into in connection with Section 13.5 are essential to the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of respective businesses and the Bankruptcy CodeParties acknowledge that damages are not an adequate remedy.

Termination for Insolvency. To In the extent permitted under Law, event that either Party may terminate this Agreementfiles for protection under bankruptcy laws, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for makes an arrangement or assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act, has any such petition filed against it, or is unable to pay its debts as they come due (each, an "Event of Bankruptcy"), then the other Party may terminate this Agreement effective immediately upon written notice to such Party. In the event of a termination pursuant to this Section 11.2.4, the following shall apply: (a) The non-terminating Party shall (i) at the election of the terminating party, remain responsible to supply Product or API to the extent and in the same quantity it was obligated to supply at the time of such termination for a reasonable period of time to allow the other Party or to find an alternate source of substantially all of its assetssupply, or as otherwise required under a manufacturing and supply agreement between the Parties and (ii) make its personnel and other resources reasonably available to the other Party as necessary to effect an orderly transition of responsibilities, with the reasonable cost of such personnel and resources to be borne by the terminating Party after the effective date of termination. (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party The Parties shall make an assignment of substantially all of its assets reconciling payments due and payable for the benefit Final Calendar Quarter as required by Sections 6.3 and 6.4, as well as pay any other amounts due and owing on the date of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Codetermination. The Parties agree that the licensor under this Agreement shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered Code in the event of a bankruptcy by the non-bankrupt other Party. The Parties further agree that in the event of the commencement of a bankruptcy proceeding by or against one Party under this Agreement (including all manufacturing information)the Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” embodiments of such intellectual property for purposes property. (c) If the Party that is not proceeding with Development and Marketing of Products pursuant to this Section 365(n) of is the Bankruptcy Code. Upon the bankruptcy of any Manufacturing Party, the non-bankrupt Manufacturing Party shall further be entitled agree to a complete duplicate of, or complete access to, any intellectual property licensed supply to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Developing Party, at the Developing Party's election, all its requirements of Supply at FAMC plus ten percent (10%) as is reasonably required by the Developing Party in order to Develop and such, if not already in Market Product for the longer of (i) one (1) year or (ii) as long as is reasonably required by the Developing Party to obtain Supply from a Third Party supplier or to manufacture such Supply on its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeown.

Termination for Insolvency. To In the extent permitted under Law, event that either Party may terminate this Agreementfiles for protection under bankruptcy laws, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for makes an arrangement or assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act, has any such petition filed against it, or is unable to pay its debts as they come due (each, an “Event of Bankruptcy”), then the other Party may terminate this Agreement effective immediately upon written notice to such Party. In the event of a termination pursuant to this Section 11.2.4, the following shall apply: (a) The non-terminating Party shall (i) at the election of the terminating party, remain responsible to supply Product or API to the extent and in the same quantity it was obligated to supply at the time of such termination for a reasonable period of time to allow the other Party or to find an alternate source of substantially all of its assetssupply, or as otherwise required under a manufacturing and supply agreement between the Parties and (ii) make its personnel and other resources reasonably available to the other Party as necessary to effect an orderly transition of responsibilities, with the reasonable cost of such personnel and resources to be borne by the terminating Party after the effective date of termination. (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party The Parties shall make an assignment of substantially all of its assets reconciling payments due and payable for the benefit Final Calendar Quarter as required by Sections 6.3 and 6.4, as well as pay any other amounts due and owing on the date of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Codetermination. The Parties agree that the licensor under this Agreement shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered Code in the event of a bankruptcy by the non-bankrupt other Party. The Parties further agree that in the event of the commencement of a bankruptcy proceeding by or against one Party under this Agreement (including all manufacturing information)the Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” embodiments of such intellectual property for purposes property. (c) If the Party that is not proceeding with Development and Marketing of Products pursuant to this Section 365(n) of is the Bankruptcy Code. Upon the bankruptcy of any Manufacturing Party, the non-bankrupt Manufacturing Party shall further be entitled agree to a complete duplicate of, or complete access to, any intellectual property licensed supply to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Developing Party, at the Developing Party’s election, all its requirements of Supply at FAMC plus ten percent (10%) as is reasonably required by the Developing Party in order to Develop and such, if not already in Market Product for the longer of (i) one (1) year or (ii) as long as is reasonably required by the Developing Party to obtain Supply from a Third Party supplier or to manufacture such Supply on its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeown.

Termination for Insolvency. To the extent permitted under by Law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, Nogra, in the case of a Bankruptcy Event by Licensee, or Licensee, in the case of a Bankruptcy Event by Nogra, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate will only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall will retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (a) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (b) if not delivered under the Parties’ performance under foregoing clause (a), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 12.3 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law.