Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor to SPL are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. Licensor agrees that SPL, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this Agreement. Licensor agrees during the Term of this Agreement to create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. If a case is commenced by or against Licensor under the Insolvency Statute, Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trustee) shall,
(i) as SPL may elect in a written request, immediately upon such request:
(A) perform all of the obligations provided in this Agreement to be performed by Licensor including, where applicable and without limitation, providing to SPL portions of such intellectual property (including embodiments thereof) held by Licensor and such successors and assigns or otherwise available to them; or
(B) provide to SPL all such intellectual property (including all embodiments thereof) held by Licensor and such successors and assigns or otherwise available to them; and
(ii) not interfere with the rights of SPL 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.
Effect on Licenses. 9.3.1 Upon termination of this Agreement pursuant to Section 9.1, the rights, licenses and immunities granted by each Party and its Subsidiaries hereunder shall survive such termination and shall continue until the expiration of the last to expire of the Licensed Patents, subject to Sections 9.2 and 9.3.3.
9.3.2 Upon termination of this Agreement pursuant to Section 9.2, the rights, licenses and immunities granted by each Party and its Subsidiaries hereunder shall survive such termination solely under those Licensed Patents that are entitled to an effective filing date that is on or before, and are licensed as of, the Change of Control Date, and shall continue until the expiration of the last to expire of such Licensed Patents, subject to Sections 9.2 and 9.3.3.
9.3.3 Upon termination of this Agreement pursuant to Section 9.2 or invocation of the provisions of this Section 9.3.3 pursuant to Section 9.2, the rights, licenses and immunities granted under Circuit Patents to Acquired Party and its Subsidiaries hereunder shall be limited solely to:
(a) each Existing Product and Pending Product of Acquired Party and its Subsidiaries sublicensed hereunder as of the Change of Control Date (“Acquired Party Covered Product”);
(b) each Existing Product and Pending Product of Acquirer as of the Change of Control Date that would have been in direct competition with an Acquired Party Covered Product if both such products were offered for sale contemporaneously by different Persons (“Acquirer Competitive Product”); and
(c) Successor Products.
9.3.4 Notwithstanding anything to the contrary, once the rights, licenses and immunities granted under Circuit Patents to an Acquired Party and its Subsidiaries hereunder have been limited pursuant to this Section 9.3.3, in no event shall such rights, licenses and immunities be subsequently broadened or expanded to cover additional products or Patents.
Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Seller are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code and of any similar provisions of applicable laws under any other jurisdiction (collectively, the “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced by or against Seller under the Bankruptcy Laws (excluding a reorganization proceeding under Chapter 11 of the U.S. Bankruptcy Code if Seller is continuing to perform all of its obligations under this Agreement), Seller (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee under the Bankruptcy Laws) shall, as Buyer may elect in a written request, immediately upon such request:
(a) perform all of the obligations provided in this Agreement to be performed by Seller including, where applicable, providing to Buyer portions of such intellectual property (including embodiments thereof) held by Seller and such successors and assigns or otherwise available to them and to which Buyer is entitled to have access under this Agreement; and
(b) not interfere with the rights of Buyer under this Agreement, or the Transaction Documents, 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 the Bankruptcy Laws.
Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by one Party to the other Party are, for all purposes of Section 365(n) of Title 11 of the United States Code ("Title 11"), licenses of rights to "intellectual property" as defined in Title 11. Each Party agrees that the other Party, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under Title 11. Each Party agrees during the Term of this Agreement to create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. If a case is commenced by or against a Party under Title 11 (the "Title 11 Party"), such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall,
(a) as the other Party may elect in a written request, immediately upon such request:
(i) perform all of the obligations provided in this Agreement to be performed by the Title 11 Party including, where applicable and without limitation, providing to the other Party portions of such intellectual property (including embodiments thereof) held by the Title 11 Party and such successors and assigns or otherwise available to them; or
(ii) provide to the other Party all such intellectual property (including all embodiments thereof) held by the Title 11 Party and such successors and assigns or otherwise available to them; and
(b) not interfere with the rights of the other Party 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.
Effect on Licenses. In no event shall termination of this Agreement (other than by Supplier pursuant to Section 17.2.2) impair Verizon’s right, title and interest to Custom Software or Paid Work Product acquired and paid for by Verizon, or other Supplier materials (including Background Materials or Supplier-retained Work Product) that are licensed on a perpetual, irrevocable or post-termination basis hereunder. The irrevocable nature of paid-for such licenses shall not preclude Supplier from seeking injunctive relief to prevent the reoccurrence or continuing of a breach of this Agreement by Verizon but such injunction may not restrict or limit Verizon’s use of the Custom Software or Paid Work Product within the scope of the license granted herein provided Verizon has fully paid for such Custom Software or Paid Work Product.
Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Precision or Baxalta are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code and of any similar provisions of applicable Laws under any other jurisdiction (collectively, the “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. Each Party agrees that the other Party, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Laws. Each Party agrees during the Term, to create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. If a case is commenced by or against the Debtor Party under the Bankruptcy Laws (excluding a reorganization proceeding under Chapter 11 of the U.S. Bankruptcy Code if the Debtor Party is continuing to perform all of its obligations under this Agreement), the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee under the Bankruptcy Laws) shall, as the Non-Debtor Party may elect in a written request, immediately upon such request:
(a) perform all of the obligations provided in this Agreement to be performed by the Debtor Party including, where applicable, providing to the Non-Debtor Party portions of such intellectual property (including embodiments thereof) held by the Debtor Party and such successors and assigns or otherwise available to them and to which the Non-Debtor Party is entitled to have access under this Agreement; or
(b) provide to the Non-Debtor Party all such intellectual property (including embodiments thereof) held by the Debtor Party and such successors and assigns or otherwise available to them and to which the Non-Debtor Party is entitled to have access under this Agreement; and
(c) not interfere with the rights of the Non-Debtor Party 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 the Bankruptcy Laws.
Effect on Licenses. All licenses granted to EISAI under this Agreement shall be terminated and of no further force or effect and all licenses granted to EPIZYME under Section 5.2.1 of this Agreement shall survive and remain in full force and effect; provided that such licenses under Section 5.2.1 shall be limited to EISAI IP, Collaboration IP, and Joint IP in each case Controlled by EISAI as of the effective date of termination and used as of the effective date of termination in the Development, Manufacture or Commercialization of the Licensed Compound(s) and Licensed Product(s) as they exist as of the date of termination.
Effect on Licenses. If EISAI elects to obtain a reversion as described in Section 12.5.2(b) below, all licenses granted to EPIZYME under Section 5.2 shall be terminated and of no further force and effect and, whether or not EISAI elects to obtain such reversion, all licenses granted to EISAI under Section 5.1 shall survive and remain in full force and effect; provided that such licenses under Section 5.1 shall be limited to EPIZYME IP, Collaboration IP, and Joint IP in each case Controlled by EPIZYME as of the effective date of termination and used as of the effective date of termination in the Development, Manufacture or Commercialization of the Licensed Compound(s) and Licensed Product(s) as they exist as of the date of termination. If EISAI does not elect to obtain a reversion as described in Section 12.5.2(b) below, all licenses granted to EPIZYME under Section 5.2.1 of this Agreement shall survive and remain in full force and effect; provided that such licenses under Section 5.2.1 shall be limited to EISAI IP, Collaboration IP, and Joint IP in each case Controlled by EISAI as of the effective date of termination and used as of the effective date of termination in the Development, Manufacture or Commercialization of the Licensed Compound(s) and Licensed Product(s) as they exist as of the date of termination.
Effect on Licenses. 13.1.1 Upon the expiration of this Agreement (but not the termination of this Agreement) with respect to any given Product(s) and country(ies), the license granted to Licensee in Section 2.1 with respect to such Product and country shall survive, subject to becoming a non-exclusive license.
13.1.2 Upon the termination of this Agreement, in its entirety, all rights and licenses granted to Licensee hereunder shall immediately terminate.
13.1.3 If Licensee has the right to terminate this Agreement pursuant to Section 12.2 in connection with Lilly’s uncured material breach or default, then Licensee may elect not to terminate this Agreement and may instead (i) elect to keep this Agreement in full force and effect subject only to the milestone and royalty payments due to Lilly under ARTICLE 7 being reduced by fifty percent (50%) and (ii) terminate Lilly’s rights under Section 2.2, including all licenses granted thereunder and any corresponding sections related thereto.
Effect on Licenses. In The Event Of Changed Circumstances Buyout. --------------------------------------------------------------- In the event of a Changed Circumstances Buyout pursuant to Section 12.2(b) hereof, the conditions, if any, relevant thereto as may be specified in the LLC Collaboration Agreement, will apply, and are incorporated herein by reference only to the extent necessary for each application.
