365(n). Each Party acknowledges and agrees that the Intellectual Property licensed by such Party to the other Party is “intellectual property” as defined in Section 101(35A) of the United States Bankruptcy Code, as the same may be amended from time to time (the “Code”), which have been licensed hereunder in a contemporaneous exchange for value. The Parties further acknowledge and agree that if a Party or any of its Subsidiaries or Affiliates (the “Insolvent Party”): (a) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (b) applies for or consent to the appointment of a trustee, receiver or other custodian for it, or make a general assignment for the benefit of its creditors; (c) commences, or has commenced against it, any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings; or (d) elects to reject, or a trustee on behalf of it elects to reject, this Agreement or any agreement supplementary hereto, pursuant to Section 365 of the Code (“365”), or if this Agreement or any agreement supplementary hereto is deemed to be rejected pursuant to 365 for any reason, this Agreement, and any agreement supplementary hereto, shall be governed by Section 365(n) of the Code (“365(n)”) and the other Party (the “Electing Party”) will retain and may elect to fully exercise its rights under this Agreement in accordance with 365(n). Upon written request from the Electing Party to the Insolvent Party or the bankruptcy trustee, of the Electing Party’s election to proceed under 365(n), the Insolvent Party or such bankruptcy trustee shall comply in all respects with 365(n), including providing the Electing Party with the Intellectual Property licensed to such Electing Party hereunder and not interfering with the rights of the Electing Party as provided in this Agreement to obtain access to such Intellectual Property from the Insolvent Party, the bankruptcy trustee, or any third party agent.
365(n). All licenses and rights granted to Microsoft and its Affiliates under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Microsoft and its Affiliates, as licensee of such rights under this Agreement, will retain and may fully exercise all its rights and elections under the U.S. Bankruptcy Code. In the event of the commencement of a bankruptcy proceeding by or against NewCo under the U.S. Bankruptcy Code, Microsoft and its Affiliates will be entitled to complete access to (or a compete duplicate of, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in Microsoft’s possession, will be promptly delivered to Microsoft.
365(n). All licenses granted under or pursuant to this Agreement by Vendor to ACI and ACI Affiliates are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses to rights to “intellectual property” as defined in the Code. ACI and ACI Affiliates, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code. In the event of the commencement of bankruptcy proceedings by or against Vendor under the Code, ACI and ACI Affiliates shall be entitled to retain all of its rights under the licenses granted hereunder.
365(n). All licenses granted under or pursuant to this Agreement by Vendor to Phoenix and Phoenix Affiliates are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the "Code"), licenses to rights to "intellectual property" as defined in the Code. Phoenix and Phoenix Affiliates, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code. In the event of the commencement of bankruptcy proceeding by or against Vendor under the Code, Phoenix and Phoenix Affiliates shall be entitled to retain all of its rights under the licenses granted hereunder.
365(n). All rights and licenses granted to IMCLONE by YEDA under or pursuant to any section of this Settlement 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(56) of the Bankruptcy Code. IMCLONE shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of YEDA, IMCLONE shall further be entitled to a complete duplicate of, or complete access to all documents embodying, any such intellectual property or relating to obtaining protection of or maintaining same, and such, if not already in its possession, shall be promptly delivered to YEDA, unless the bankrupt party elects to continue, and continues, to perform all of its obligations under this Settlement Agreement.
