Bankruptcy Provision. All rights and licenses granted by EndoChem to Licensee under or pursuant to this Agreement are, and shall 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 in Section 101 of the Bankruptcy Code. The Parties agree that Licensee, as exclusive licensee of such rights under this Agreement, 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 EndoChem under the Bankruptcy Code, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to Licensee (i) upon such commencement of a bankruptcy proceeding, unless EndoChem elects to QuatRx EndoChem License
Bankruptcy Provision. All rights and licenses now or hereafter granted under or pursuant to this Agreement, including Sections 12.3 and 12.4, are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). The licensing Party hereby grants to the licensee Party a right of access and to obtain possession of and to benefit from (i) copies of research data, (ii) laboratory samples, (iii) product samples, (iv) formulas, (v) laboratory notes and notebooks, (vi) data and results related to clinical trials, (vii) regulatory filings and approvals, (viii) rights of reference in respect of regulatory filings and approvals, (ix) manufacturing procedure documentation and manufacturing records, (x) marketing, advertising and promotional materials, and (xi) all other embodiments of such intellectual property, that are in the licensing Party’s possession or control, freely licenseable without further payment or restriction by the licensing Party, and necessary for the licensee Party’s exercise of the rights and licenses to such intellectual property, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code. The licensing Party agrees not to interfere with the licensee’s exercise of rights and licenses to intellectual property licensed under this Agreement and embodiments thereof in accordance with this Agreement and agrees to use commercially reasonable and diligent efforts to assist the licensee Party to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for the licensee Party to exercise such rights and licenses in accordance with this Agreement. The Parties acknowledge and agree that only the payments due under Section 6.1, as adjusted pursuant to this Agreement, constitute “royalties” within the meaning of Bankruptcy Code §365(n).
Bankruptcy Provision. In the event a BE Bankruptcy Event (as defined below) occurs prior to the Closing Date, if BE does not assume this Agreement within 60 days of such Bankruptcy Event, HT may file a precautionary claim in any bankruptcy proceeding of BE regarding the matters settled herein (not limited to the amount of the Settlement Payments), but agrees to withdraw such claim if the bankruptcy court subsequently enters an order authorizing and directing assumption of this Agreement and payment in full of the Settlement Payments and such Settlement Payments are received by HT. Nothing set forth in this paragraph shall be deemed an admission by any party hereto that this Agreement is or shall be an executory contract on or after the occurrence of a BE Bankruptcy Event. In the event a BE Bankruptcy Event occurs after the Closing Date, HT may file a precautionary claim in any bankruptcy proceeding of BE regarding the matters settled herein (not limited to the amount of the Settlement Payments), but (a) HT agrees to withdraw such claim if (i) HT receives the Settlement Payments and (ii) either (A) no proceedings are brought to recover the Settlement Payments within the applicable limitations time period in which a trustee or debtor-in-possession may bring causes of action under Chapter 5 of Title 11 of the United States Code, or (B) upon entry of a final and non-appealable order finding that HT has no liability to BE’s estate under Chapter 5 of Title 11 of the United States Code, and (b) although the total amount of such claim is not limited to the amount of the Settlement Payments, HT agrees to reduce such claim by the difference between the amount of the Settlement Payments and the Disgorged Amount (defined below) upon entry of a final and non-appealable order establishing HT’s liability under Chapter 5 of Title 11 of the United States Code and requiring HT to disgorge an amount equal to such liability (the “Disgorged Amount”) to BE’s estate.
Bankruptcy Provision. All rights and licenses granted to a Party hereunder are, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of intellectual property within the scope of Section 101 of the Bankruptcy Code. Both Parties acknowledge that the other Party, as a licensee of such rights and licenses hereunder, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code.
Bankruptcy Provision. Except as provided in this paragraph, United’s obligations under this Agreement shall be allowable post-petition, administrative expense obligations of United’s bankruptcy estate under Section 503 of the Bankruptcy Code. If United breaches this Agreement before the effective date of its plan of reorganization, Contractor shall have, subject to objection as provided below, allowed post-petition administrative expense claims as provided in the Bankruptcy Code. In addition, and notwithstanding the foregoing, this Agreement shall be terminated upon the happening of either of the following events: (i) United’s plan of reorganization (the “Plan”) in its Chapter 11 bankruptcy case (the “Case”) under which United continues to operate as an airline is not confirmed by the Bankruptcy Court and United discontinues all or substantially all flight operations, or (ii) the Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code and United suspends or discontinues flight operations. In the event of such termination, United shall be deemed to have breached the Agreement as of the effective date of such termination (the “Breach Date”) and Contractor shall have, subject to objection as provided below, allowed administrative expense claims (the “Claims”) (a) for any obligations of United under this Agreement arising before the Breach Date, provided, however, that this administrative expense claim shall be limited to actual services rendered at the contract rate and shall not include any claim for future damages or lost profits resulting from such termination, (b) for any amounts paid or required to be paid by Contractor (i) to United Express passengers, (ii) under interline and clearinghouse agreements and (iii) to Contractor’s United Express employees in each case for which Contractor has not already been reimbursed by United; (c) for any sums paid or required to be paid by Contractor to third parties in connection with the manufacture, purchase, lease or financing of aircraft undertaken as part of Contractor’s commitments under this Agreement and any maintenance equipment or services or spare parts associated with such aircraft , including, but not limited to, deposits, down payments, prepayments and financing and similar fees; (d) for two year’s aircraft ownership costs, calculated as provided in Section VIII.A.8 for each aircraft as to which Contractor has taken delivery prior to the Breach Date, provided that if Contractor is able to utilize such ...
Bankruptcy Provision. The parties intend that LILLY shall be protected in the continued enjoyment of its rights as a licensee under this Agreement to the maximum extent feasible. Accordingly, the parties agree that this Agreement shall constitute an “executory contract” under 11 U.S.C. §§ 101 et seq. (“Bankruptcy Code”), and that LILLY shall be entitled to the fullest protection conferred upon licensees under Section 365(n) of the Bankruptcy Code. The parties specifically acknowledge and agree that rejection of this Agreement shall not impair the rights of LILLY under this Agreement. The APNS Materials shall be deemed to be "intellectual property" as that term is defined in Section 101(35A) of the Bankruptcy Code. The licenses granted hereunder shall be deemed to be rights to intellectual property that existed immediately before the date the Chapter 11 Case commenced. All materials required to be delivered by APNS to LILLY under this Agreement, and all materials relating to the APNS Materials, shall be deemed to be "embodiments" of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. All written agreements entered into in connection with the Parties' performance hereunder from time to time shall be considered agreements "supplementary" to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.
Bankruptcy Provision. In the event a BE Bankruptcy Event (as defined below) occurs prior to the Closing Date, if BE does not assume this Agreement
Bankruptcy Provision. All rights and licenses granted to TerreStar hereunder are, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of intellectual property within the scope of Section 101 of the Bankruptcy Code. Contractor acknowledges that TerreStar, as a licensee of such rights and licenses hereunder, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code.
Bankruptcy Provision. All rights and licenses granted by QuatRx to Collagenex under or pursuant to this Agreement are, and shall 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 in Section 101 of the Bankruptcy Code. The Parties agree that Collagenex, as exclusive licensee of such rights under this Agreement, 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 QuatRx under the Bankruptcy Code, Collagenex shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to Collagenex (i) upon such commencement of a bankruptcy proceeding, unless QuatRx elects to continue to perform all of its obligations under this Agreement; or (ii) if not delivered under (i) above, upon rejection of this Agreement by or on behalf of QuatRx.
Bankruptcy Provision. All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a party 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 its assets, or if a party proposes a written agreement of composition or extension of its debts, or if a party shall be served with an involuntary petition against it, filed in any insolvency proceeding a court or other legal or administrative tribunal, the bankrupt or insolvent party shall promptly notify the court or other tribunal (a) that confidential information received from the other party under this Agreement remains the property of the other party and (b) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement.
