RIGHT TO PETITION COURT. In the event that the Executive Director makes a request for payment of Indemnifiable Amounts under Clauses 8, 10-12 above, and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, the Executive Director may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.

Court Order. Notwithstanding any contrary provision in this Agreement, the Escrow Agent shall disburse the Escrow Funds (or any portion thereof) in accordance with a notice from either ​ or Seller confirming to the Escrow Agent that accompanying the notice is a court order, along with a copy of the order and a written certification by the prevailing party attesting that such court order is final and non-appealable along with written instructions for payment to the relevant parties from an authorized Representative of the instructing party, pursuant to which the court has determined whether and to what extent ​ or Seller are entitled to the Escrow Funds (or any portion thereof), upon which certification and instructions the Escrow Agent may conclusively rely and shall have no responsibility to review the order to which such confirmation and instruction refers.

Court Review. In order for the Committee to operate and administer the claims procedures in a timely and efficient manner, any claimant whose appeal with respect to a claim for benefits has been denied and who desires to begin a legal action with respect to such claim, must begin such action in a court of competent jurisdiction within 90 days after receipt of notification of such denial, and shall not be permitted to introduce any new facts or legal theories that were not presented during the claim review process. Failure to file such action by the prescribed time shall result in the permanent denial of such claim.

Court Actions. Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of patent rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to [Section 10.2].

No Bankruptcy Petition. The parties hereto agree that they shall not institute against, or join any other Person in instituting against the Debtor, any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state bankruptcy laws or any similar laws until at least one year and one day (or any other applicable preference period then in effect) after payment in full of all of the Obligations under the Credit Agreement. This [Section 10(l)] shall survive the expiration or termination of this Agreement. Nothing in this Agreement shall preclude, or be deemed to stop, the Securities Intermediary or the Secured Party # from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in # any case or proceeding voluntarily filed or commenced by the Debtor or # any involuntary insolvency proceeding filed or commenced by a Person other than the Securities Intermediary or the Secured Party or # from commencing against the Debtor or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Bankruptcy Court Approval. The Bankruptcy Court shall have entered an Order approving the execution of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated by this Agreement.

CytomX will have the right to terminate this Agreement if, at any time, Regeneron: # 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 Regeneron or of its assets, in each case that is not dismissed within ​ days after the filing thereof; # is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within ​ days after the filing thereof; # passes a resolution for its winding up or proposes to be or is a party to any dissolution or liquidation; or # makes or will make an assignment of substantially all of its assets for the benefit of its creditors.

Waiver of CCP §1265.130. Each party waives the provisions of California Civil Code Procedure [Section 1265.130] allowing either party to petition the superior court to terminate this Lease as a result of a partial taking.

On ​, the Seller filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) before the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) (the “Chapter 11 Case”).

If the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of San Mateo County to appoint the Neutral Arbitrator, subject to criteria in [Section 2.2.3.1] of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.