Common use of Section 365(n) of the Bankruptcy Code Clause in Contracts

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section of this Agreement are, and will be deemed to be, rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees that the other Party, as a licensee of rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Party.

Section 365(n) of the Bankruptcy Code. All rights and licenses now or hereafter granted by Odyssey to ▇▇▇▇▇▇▇ under or pursuant to this Agreement, including, for the avoidance of doubt, any section of this Agreement Commercial Licenses are, and will be deemed to befor all purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and Bankruptcy Code. Upon the occurrence of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party Insolvency Event with respect to Odyssey, Odyssey agrees that the other Party▇▇▇▇▇▇▇, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree thatOdyssey will, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed under this Agreement. Each Party acknowledges and agrees that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, product samples and inventory, research studies and data, the technology licensed to Janssen hereunder and all information related thereto. If (i) a case under the United States Bankruptcy Code is commenced by or against Odyssey, (ii) this Agreement is rejected as provided in the United States Bankruptcy Code, and (iii) Janssen elects to retain its rights hereunder as provided in Section 365(n) of the United States Bankruptcy Code, Odyssey (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) will: (a) provide to ▇▇▇▇▇▇▇ all such intellectual property (including all embodiments thereof) held by Odyssey and such successors and assigns, or otherwise available to them, immediately upon ▇▇▇▇▇▇▇’▇ written request. Whenever Odyssey or any of its successors or assigns provides to ▇▇▇▇▇▇▇ any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 11.3.1(a), ▇▇▇▇▇▇▇ will have the right to perform Odyssey’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by ▇▇▇▇▇▇▇ will release Odyssey from liability resulting from rejection of the license or the failure to perform such obligations; and (b) not interfere with ▇▇▇▇▇▇▇’▇ rights under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of the United States Bankruptcy Code. All rights, powers, and remedies of ▇▇▇▇▇▇▇ provided herein are in addition to and not in substitution for any and all other rights, powers, and remedies now or hereafter existing at law or in equity (including the United States Bankruptcy Code) in the event of the commencement of a bankruptcy proceeding by or against a Party case under the United States Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled with respect to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyOdyssey.

Section 365(n) of the Bankruptcy Code. (a) All rights and licenses granted under or pursuant to any section of this Agreement are, are and will otherwise be deemed to be, rights and licenses to “intellectual property” (as defined in be for purposes of Section 101(35A365(n) of title 11 of the United States Bankruptcy Code and of (Title 11, U.S. Code), as amended or any similar provisions of applicable Laws under any other jurisdiction comparable Law outside the United States (the “Bankruptcy Code”)), licenses of rights to “intellectual property” as defined in Section 101 (35A) of the Bankruptcy Code. Each licensing Party agrees that the other a licensed Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of Law outside the United States that provide similar protection for “intellectual property.” Any agreement supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the Bankruptcy Code. The Parties further agree . (b) In the event that, in the event as a result of the commencement of a bankruptcy bankruptcy, insolvency, or other similar proceeding by or against a licensing Party excluding any rehabilitation or reorganization proceedings or other similar proceedings by or against a licensing Party, a licensed Party is unable to obtain or retain the licenses set forth in Section 2.1 or Section 2.2 of this Agreement, as the case may be under Section 365(n) of the Bankruptcy Code or analogous provisions of the applicable Law outside federal, state or foreign law analogous to Section 365(n) of the United StatesBankruptcy Code, the other licensed Party will be entitled shall have a right to a complete duplicate of (purchase the licensing Party’s right, title and interest in and to Licensed Technology or complete access toCentury Licensed Technology, as appropriate) any intellectual property the case may be, at fair market value, provided that the licensed to such Party and all embodiments gives the licensing Party written notice of such intellectual propertyintention no later than four (4) weeks after the licensed Party becomes aware of the commencement of such bankruptcy proceeding. The fair market value of the Licensed Technology or Century Licensed Technology, whichas the case may be shall be determined by an assessment made by a mutually agreed upon third party, or, if the Parties do not already in such Party’s possession, will be promptly delivered to it agree within thirty (a30) upon any such commencement days of a bankruptcy proceeding upon such the licensed Party’s written request therefornotice, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement a third party reasonably selected by the licensed Party with a background in conducting such assessments subject to the bankruptcy proceeding upon written request therefor proceedings by or against a licensing Party. The costs of any such assessment shall be borne equally by the other PartyParties.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section Section of this Agreement are, and will shall be deemed to be, rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws Bankruptcy Code under any other jurisdiction (including the “Bankruptcy Code”))and Insolvency Act, R.S.C. 1985, c. B-3 and Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended from time to time. Each Party VistaGen agrees that the other Party, Apollo as a licensee and sublicensee of rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party VistaGen under the Bankruptcy Code or analogous provisions of applicable Law laws outside the United States, the other Party will Apollo shall be entitled to a complete duplicate of (or complete access to, as appropriate) any patent rights or other intellectual property licensed or sublicensed to such Party Apollo and all embodiments of such intellectual property, which, if not already in such PartyApollo’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such PartyApollo’s written request therefor, unless the Party VistaGen in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding proceeding, upon written request therefor by the other PartyApollo. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Section 365(n) of the Bankruptcy Code. All rights and licenses expressly granted pursuant to any section of this Agreement are, and will be deemed to be, are rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees that the other Party, as a licensee of rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party or its Affiliates under the Bankruptcy Code or analogous provisions of applicable Applicable Law outside the United States, the other Party Party, as a licensee under such bankrupt Party’s intellectual property, will be entitled to a complete duplicate of (or complete access to, as appropriate) any such specifically licensed intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such licensee Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such licensee Party’s written request therefor. For clarity, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under so long as this Agreement has not expired or terminated by its terms prior to the date on which a case under the Bankruptcy Code is commenced, and so long as both Parties remain subject to material obligations hereunder (b) if not delivered under clause (ai.e., Rib-X’s obligation to license the Rib-X Licensed Technology and Sanofi’s obligation to make royalty payments on Licensed Products), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Partyshall be recognized as an executory contract.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended or any comparable Law outside the United States (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any the intellectual property licensed to such other Party and all embodiments of such intellectual property, to the extent necessary for such other Party to practice the licenses granted to it pursuant to this Agreement under such intellectual property, which, if not already in such other Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreement supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Party.Bankruptcy Code

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section under this Exhibit D and Section 4 of this Agreement are, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. The Parties agree that the other each Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of Applicable Law outside the United States that provide similar protection for ‘intellectual property.’ The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of applicable Law law outside the United States, the other Party that is not subject to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such the non subject Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such the non subject Party’s written request thereforthereof. Any agreements supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the Bankruptcy Code. Once Regulus is no longer consolidated into Isis’ financials and is not using Isis’ financial systems, unless then Regulus may hire its own auditors subject to the Party requirements below that are necessary to ensure that Isis and Alnylam receive in a timely manner the information each needs to record its share of Regulus’ income/losses. 1. Regulus’ auditors will be an independent registered public accounting firm of recognized national standing. 2. Regulus will provide Isis and Alnylam the audited annual financial statements of Regulus no later than [...***...] weeks after the end of each fiscal year, including the related notes thereto. The financial statements include the following: a. A balance sheet of Regulus as of the close of such fiscal year. b. A statement of net income for such fiscal year. c. A statement of cash flows for such fiscal year. d. The related notes thereto. e. These financial statements will contain in comparative form the figures for the previous fiscal year. f. An opinion of Regulus’ auditors that the above financial statements present fairly, in all material respects, the financial position of Regulus and its results of operations and cash flows. Also, that the financial statements have been prepared in conformity with GAAP and that the audit by Regulus’ auditors has been made in accordance with generally accepted auditing standards and that audit provides a reasonable basis for the auditors’ opinion. 3. Regulus will provide Isis and Alnylam an unaudited balance sheet of Regulus as of the end of each quarter and unaudited statements of income and cash flows of Regulus for such quarter and for the current fiscal year to the end of such fiscal quarter within [...***...] ([...***...]) calendar days after the end of each fiscal quarter of Regulus, including the related notes thereto. a. The financial statements will be those outlined in 2(a) — (f) above. b. These financial statements will be reviewed by Regulus’ auditors, which review will be complete prior to Regulus providing the above financial statements to Isis and Alnylam. c. These financial statements will include a certificate signed by the CEO and CFO of Regulus stating that these financial statements were prepared in conformity with GAAP from the books and records of Regulus and that there were no changes in the bankruptcy proceeding elects internal control environment of Regulus that would materially affect the integrity of these statements. 4. Regulus will provide Isis and Alnylam with an unaudited balance sheet of Regulus as of the end of each month and unaudited statements of income and of cash flows of Regulus for such month and for the current fiscal year to continue to perform all the end of such month promptly following Regulus’ completion of the review of its obligations under this Agreement or financial statements for such month (bother than the last month of any fiscal quarter). a. The financial statements will be those outlined in 2(a) if not delivered under clause — (af) above, excluding 2(d), following the rejection of this Agreement . 5. The financial statements referred to above will be accompanied by the Party report thereon of the independent accountants engaged by Regulus as described in 2(f) above. Additionally, Regulus will provide to Isis and/or Alnylam any supplemental schedules reasonably required by either company, and Regulus will make its management available to Isis and/or Alnylam for reasonable inquiries regarding its financials. 6. Regulus will provide Isis and Alnylam with any certificate that may be reasonably necessary to meet Isis’ and Alnylam’s SOX 404 requirements. 7. If Isis’ and/or Alnylam’s filing requirements change, all three companies together will review the bankruptcy proceeding upon written request therefor by timing outlined above. If filing requirements for either Isis or Alnylam are accelerated, Regulus agrees to provide the other Partyinformation in #2 and #3 above on the timeline that Isis and/or Alnylam reasonably determines is necessary to meet its filing requirements.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, including the licenses granted under this ARTICLE II and the rights granted under Section 4.3(d), are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the ▇▇▇▇▇▇ ▇▇▇▇▇▇ that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as the other (non-bankrupt) Party deems appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyBankruptcy Code.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, including the licenses granted under this Section 2, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 the Bankruptcy Code. Novartis will retain and may fully exercise all of its respective rights and elections under the United States Bankruptcy Code (to the extent permitted under the Bankruptcy Code). GenVec agrees that if and to the extent permitted under the Bankruptcy Code and of any similar provisions of other applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees that the other PartyLaws, Novartis, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” Subject to the Bankruptcy Code and other applicable Laws, GenVec further agree agrees that, in the event of the commencement of a bankruptcy proceeding by or against a Party GenVec under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party Novartis will be entitled to a complete duplicate of (or complete access to, as Novartis deems appropriate) any such intellectual property licensed to such Party Novartis and its Affiliates pursuant to this Agreement and all embodiments of such intellectual property, which, if not already in such Party’s Novartis’ possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s Novartis’ written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection Bankruptcy Code. [*]The asterisk denotes that confidential portions of this Agreement by exhibit have been omitted in reliance on Rule 24b-2 of the Party in Securities Exchange Act of 1934. The confidential portions have been submitted separately to the bankruptcy proceeding upon written request therefor by the other Party.Securities and Exchange Commission

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section Section of this Agreement are, and will shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws, rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the Bankruptcy Code of the United States Code and of any similar comparable provisions of the applicable Laws under bankruptcy or insolvency laws of any other jurisdiction (the “Bankruptcy Code”)country). Each Party agrees that the other Party, as a Party that is a licensee of rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding under the U.S. Bankruptcy Code or comparable provisions of applicable bankruptcy or insolvency laws by or against a Party that is a licensor of rights and licenses under the Bankruptcy Code or analogous provisions of applicable Law outside the United Statesthis Agreement (a “Licensor Party”), the other Party will (a “Licensee Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Licensee Party and all embodiments of such intellectual property, which, if not already in such Licensee Party’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy or insolvency proceeding upon such Licensee Party’s written request therefor, unless the Licensor Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Licensor Party in the bankruptcy proceeding upon written request therefor by the other Licensee Party.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section under this Exhibit D and Section 4 of this Agreement are, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. The Parties agree that the other each Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of Applicable Law outside the United States that provide similar protection for ‘intellectual property.’ The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of applicable Law law outside the United States, the other Party that is not subject to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such the non subject Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such the non subject Party’s written request thereforthereof. Any agreements supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the Bankruptcy Code. Once Regulus is no longer consolidated into Isis’ financials and is not using Isis’ financial systems, unless then Regulus may hire its own auditors subject to the Party requirements below that are necessary to ensure that Isis and Alnylam receive in a timely manner the information each needs to record its share of Regulus’ income/losses. 1. Regulus’ auditors will be an independent registered public accounting firm of recognized national standing. 2. Regulus will provide Isis and Alnylam the audited annual financial statements of Regulus no later than [***] ([***]) weeks after the end of each fiscal year, including the related notes thereto. The financial statements include the following: a. A balance sheet of Regulus as of the close of such fiscal year. b. A statement of net income for such fiscal year. c. A statement of cash flows for such fiscal year. d. The related notes thereto. e. These financial statements will contain in comparative form the figures for the previous fiscal year. f. An opinion of Regulus’ auditors that the above financial statements present fairly, in all material respects, the financial position of Regulus and its results of operations and cash flows. Also, that the financial statements have been prepared in conformity with GAAP and that the audit by Regulus’ auditors has been made in accordance with generally accepted auditing standards and that audit provides a reasonable basis for the auditors’ opinion. 3. Regulus will provide Isis and Alnylam an unaudited balance sheet of Regulus as of the end of each quarter and unaudited statements of income and cash flows of Regulus for such quarter and for the current fiscal year to the end of such fiscal quarter within [***] ([***]) calendar days after the end of each fiscal quarter of Regulus, including the related notes thereto. a. The financial statements will be those outlined in 2(a) — (f) above. b. These financial statements will be reviewed by Regulus’ auditors, which review will be complete prior to Regulus providing the above financial statements to Isis and Alnylam. c. These financial statements will include a certificate signed by the CEO and CFO of Regulus stating that these financial statements were prepared in conformity with GAAP from the books and records of Regulus and that there were no changes in the bankruptcy proceeding elects internal control environment of Regulus that would materially affect the integrity of these statements. 4. Regulus will provide Isis and Alnylam with an unaudited balance sheet of Regulus as of the end of each month and unaudited statements of income and of cash flows of Regulus for such month and for the current fiscal year to continue to perform all the end of such month promptly following Regulus’ completion of the review of its obligations under this Agreement or financial statements for such month (bother than the last month of any fiscal quarter). a. The financial statements will be those outlined in 2(a) if not delivered under clause — (af) above, excluding 2(d), following the rejection of this Agreement . 5. The financial statements referred to above will be accompanied by the Party report thereon of the independent accountants engaged by Regulus as described in 2(f) above. Additionally, Regulus will provide to Isis and/or Alnylam any supplemental schedules reasonably required by either company, and Regulus will make its management available to Isis and/or Alnylam for reasonable inquiries regarding its financials. 6. Regulus will provide Isis and Alnylam with any certificate that may be reasonably necessary to meet Isis’ and Alnylam’s SOX 404 requirements. 7. If Isis’ and/or Alnylam’s filing requirements change, all three companies together will review the bankruptcy proceeding upon written request therefor by timing outlined above. If filing requirements for either Isis or Alnylam are accelerated, Regulus agrees to provide the other Partyinformation in #2 and #3 above on the timeline that Isis and/or Alnylam reasonably determines is necessary to meet its filing requirements.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted to either Party pursuant to any section of this Agreement are, and will be deemed to be, are rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Applicable Laws and Regulations under any other jurisdiction (the “Bankruptcy Code”)). Each The licensee Party agrees that the other Party, as a licensee of rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding (x) elects to continue to perform all of its obligations under this Agreement on or before any deadline for making such election and (y) does not reject this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Party. AMAG and Norgine agree that all payments due from Norgine to AMAG shall be considered “royalty payments” as that term is understood under Section 365(n) of the Bankruptcy Code for purposes of that section. In the event AMAG is the Party in the bankruptcy proceeding and rejects this Agreement, and Norgine elects to retain its rights under this Agreement, Norgine shall make all such payments, including without limitation all product royalties set forth in Section 6.4, all Regulatory Milestone Payments and all Sales Milestone Payments due under this Agreement, for the duration of the applicable Royalty Term. Nothing in this Section 8.7 shall be deemed any admission that this Agreement is an executory contract or that this Agreement or any obligation hereunder is otherwise subject to rejection or disavowal in the bankruptcy, liquidation, reorganization, receivership, assignment for the benefit of creditors, administration, insolvency or similar proceeding or circumstance of a licensor Party, nor any admission that upon any such proceeding or circumstance involving such licensor Party, or upon any such rejection or disavowal by such licensor Party, the licensee Party (or any Affiliate or Sublicensee thereof) would lose or not be able to enforce or benefit from any right hereunder (or under any applicable sublicense).

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each The Parties shall retain and may fully exercise all of their respective rights 90 and elections under the U.S. Bankruptcy Code. The Parties agree that a Party agrees that the other Party, as is a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the and that upon commencement of a bankruptcy proceeding by or against a the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party will (such Party, the “Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in such Party’s possession, will full. Such intellectual property and all embodiments thereof shall be promptly delivered to it the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Involved Party in the bankruptcy proceeding upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws and Regulations.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, including the licenses granted under this ARTICLE II and the rights granted under Section 4.3(d), are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as the other (non-bankrupt) Party deems appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyBankruptcy Code.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areby a Party to the other, including those set forth in Sections 3.1 and will 3.2, are and shall otherwise be deemed to be, rights and for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” (as defined in under Section 101(35A) of title 11 101 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each Party agrees The Parties agree that the other PartyParties and their respective Related Parties, as a licensee sublicensees of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode and any foreign counterpart thereto. The Parties further agree that, in the event of the that that upon commencement of a bankruptcy proceeding by or against a Party (the “Bankrupt Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party (the “Non-Bankrupt Party”) will be entitled to a complete duplicate of (of, or complete access toto (as the Non- Bankrupt Party deems appropriate), as appropriate) any all such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in . Such intellectual property and all embodiments of such Party’s possession, intellectual property will be promptly delivered to it the Non-Bankrupt Party (a) upon any such commencement of a bankruptcy proceeding and upon such Party’s written request thereforby the Non-Bankrupt Party, unless the Bankrupt Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Bankrupt Party in the bankruptcy proceeding and upon written request therefor by the Non-Bankrupt Party. The Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by the Non-Bankrupt Party or its Related Parties of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non-Bankrupt Party and its Related Parties in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under the U.S. Bankruptcy Code or other PartyLaws.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, and will be deemed to beincluding Section 3.1, are rights and licenses to “intellectual property” (as defined in Section 101(35A) of title Title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”))) and the Parties hereby acknowledge, on behalf of themselves and their respective Affiliates, that such “intellectual property” includes (a) laboratory samples, (b) Product samples and inventory, (c) laboratory notes and notebooks, (d) Data and results related to Clinical Studies, (e) Regulatory Filings and Regulatory Approvals, (f) rights of reference in respect of Regulatory Filings and Regulatory Approvals, and (g) marketing, advertising and Promotional Materials. Each Party agrees The Parties agree that the other each Party, as a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party under the Bankruptcy Code or analogous provisions of applicable Law outside Code, then the United States, the other Party that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, whichand the same, if not already in such Party’s its possession, will be promptly delivered to it (ay) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the if such Party in the bankruptcy subject to such proceeding elects to continue fails to perform all of its obligations under this Agreement and the Related Agreements, or (bz) if not delivered under clause subsection (a)y) above, following the rejection of this Agreement by or on behalf of the Party in the bankruptcy subject to such proceeding upon written request therefor by the non-subject Party, and, with respect to clauses (y) or (z), the “royalty payments” due with respect to the United States from AbbVie as the non-subject Party in accordance with Section 365(n) of the Bankruptcy Code shall be fifty percent (50%) of the Net Profit or Loss, and the “royalty payments” due with respect to the United States from Infinity as the non-subject Party in accordance with Section 365(n) of the Bankruptcy Code shall be fifty percent (50%) of the Net Profit or Loss; provided that, for purposes of calculating such royalty payments in accordance with Section 365(n) of the Bankruptcy Code, fifty percent (50%) of any Net Profits or Loss, to the extent less than zero and not reconciled and paid in any Calendar Quarter pursuant to Section 7.2.2, shall be credited against any such royalty payments owed to the other PartyParty following any such Calendar Quarter.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that a Party agrees that the other Party, as is a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the and that upon commencement of a bankruptcy proceeding by or against a the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party will (such Party, the “Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in such Party’s possession, will full. Such intellectual property and all embodiments thereof shall be promptly delivered to it the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Involved Party in the bankruptcy proceeding upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws and Regulations.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section Section of this Agreement are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that a Party agrees that the other Party, as is a licensee of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the and that upon commencement of a bankruptcy proceeding by or against a the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party will (such Party, the “Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in such Party’s possession, will full. Such intellectual property and all embodiments thereof shall be promptly delivered to it the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Involved Party in the bankruptcy proceeding upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws and Regulations.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areby a Party to the other Party, including those set forth in Article 2, are and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 101 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each Party agrees The Parties agree that the other PartyTakeda and its Affiliates or Sublicensees, as a licensee Sublicensees of such rights and licenses under this Agreement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode and any foreign counterpart thereto. The Parties further agree that, in the event of the that upon commencement of a bankruptcy proceeding by or against a Party (the “Bankrupt Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party (the “Non-Bankrupt Party”) will be entitled to a complete duplicate of (of, or complete access toto (as the Non-Bankrupt Party deems appropriate), as appropriate) any all such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in property as granted under this Agreement. Such intellectual property and all embodiments of such Party’s possession, intellectual property will be promptly delivered to it the Non-Bankrupt Party (a) upon any such commencement of a bankruptcy proceeding and upon such Party’s written request thereforby the Non-Bankrupt Party, unless the Bankrupt Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Bankrupt Party in the bankruptcy proceeding and upon written request therefor by the Non-Bankrupt Party. The Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by the Non-Bankrupt Party or its Affiliates or Sublicensees of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non-Bankrupt Party and its Affiliates or Sublicensees in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws.