Licensor Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Rigel to Xxxxxxx are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11, U.S. Code (the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under section 101(60) of the Bankruptcy Code. The Parties agree that Xxxxxxx, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Rigel 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, of all such intellectual property. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Rigel under the Bankruptcy Code, Xxxxxxx 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 the same, if not already in its possession, shall be promptly delivered to Xxxxxxx, upon written request therefor by Xxxxxxx, (a) upon any such commencement of a bankruptcy proceeding, unless Rigel elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under clause (a) above, upon the rejection of this Agreement by or on behalf of Rigel.
Licensor Bankruptcy. (a) All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights and licenses to “intellectual property” and the subject matter of this Agreement, including all Licensed Intellectual Property and Newly Developed IP, is and shall be deemed to be “embodiments” of “intellectual property,” in each case, as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the “Code”) (11 U.S.C. § 365(n)).
(b) This Agreement and the obligations of Licensor hereunder are not assignable by Licensor by reason of their nature and may not be assigned by court order in a Canadian Insolvency Proceedings involving Licensor (including under Section 84.1 of the Bankruptcy and Insolvency Act (Canada) (“BIA”), section 11.3 of the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and any statutory provisions or legal or equitable principles of similar effect in any jurisdiction). All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights to use intellectual property as contemplated in Section 65.11(7) of the BIA and Section 32(6) of the CCAA, and Buyer is and shall be entitled to the protections of those legislative provisions, and all statutory provisions or legal or equitable principles of similar effect in all jurisdictions.
(c) Buyer shall have all rights, elections and protections under the Code, the BIA, the CCAA and all other Canadian Insolvency Laws and principles of law and equity with respect to this Agreement and the subject matter hereof. Without limiting the generality of the foregoing, Licensor acknowledges and agrees that, if Licensor or its estate becomes subject to any bankruptcy or similar proceedings under the Code or otherwise, or becomes subject to any Canadian Insolvency Proceedings:
(i) Subject to Buyer’s rights of election under Section 365(n), of the Code and legal and equitable rights of similar effect in other jurisdictions, all rights, licenses and privileges granted to Buyer under this Agreement will continue subject to the respective terms and conditions hereof, and will not be affected, even by rejection, disclaimer or resiliation of this Agreement; and
(ii) Buyer shall be entitled to a complete duplicate of (or complete access to, as appropriate) all Licensed Intellectual Property and Newly Developed IP, as applicable, and embodiments thereof, which, if not already in Buyer’s possession, shall be promptly delivered to Buyer ...
Licensor Bankruptcy. Should a Licensor become the subject of a bankruptcy or similar insolvency proceeding or any analogous proceeding in any jurisdiction to which such Licensor is subject, the Licensee shall be permitted to retain its licenses in Patents under this Agreement and to take appropriate action as may be reasonably required to retain such licenses. Without limiting the foregoing, all licenses granted to a Licensee under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), licenses to rights to “intellectual property” as defined in the Bankruptcy Code. In furtherance and not in limitation of the foregoing, upon the commencement of any bankruptcy proceeding by or against a Licensor under the Bankruptcy Code, the Licensee may fully exercise all of its rights and elections under the Bankruptcy Code to retain the licensed rights granted to it by the Licensor pursuant to this Agreement and to use the Dell Licensed Patents and/or Spyglass Licensed Patents, as applicable, as in effect immediately prior to such proceeding, notwithstanding any rejection of this Agreement in any such proceeding. A Licensee shall not be deemed to have terminated this Agreement unless it has expressly done so in writing.
Licensor Bankruptcy. All rights and licenses granted to a Party pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (the “Bankruptcy Code”), licenses to rights of “intellectual property” as defined thereunder. Notwithstanding any provision contained herein to the contrary, if the licensing Party is under any proceeding under the Bankruptcy Code and the trustee in bankruptcy of the licensing Party, or the licensing Party as a debtor in possession, rightfully elects to reject this Agreement, the licensee may, pursuant to Sections 365(n)(1) and (2) of the Bankruptcy Code, retain any and all of the licensee’s rights hereunder, to the maximum extent permitted by law, provided however, that such rights shall be subject to the licensee’s performance of all obligations associated therewith, including but not limited to, the obligation to pay royalties pursuant to the express terms of this Agreement.
Licensor Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by LICENSOR to JJCPWW are for all purposes of Article 365(n) of Title 11, U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined in the Bankruptcy Code. The parties agree that JJCPWW, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 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, of all such licensed intellectual property. If a case is commenced by or against LICENSOR under the Bankruptcy Code, then, unless and until this Agreement is rejected as provided in the Bankruptcy Code, LICENSOR (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Bankruptcy Code trustee) shall either perform all of the obligations provided in this Agreement to be performed by LICENSOR or provide to JJCPWW all such intellectual property (including all embodiments thereof) held by LICENSOR and such successors and assigns, as JJCPWW may elect in a written request, immediately upon such request. If a Bankruptcy Code case is commenced by or against LICENSOR, this Agreement is rejected as provided in the Bankruptcy Code and JJCPWW elects to retain its rights hereunder as provided in the Bankruptcy Code, then LICENSOR (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Bankruptcy Code trustee) shall provide to JJCPWW all such intellectual property (including all embodiments thereof) held by LICENSOR and such successors and assigns immediately upon JJCPWW’s written request therefor. All rights, powers and remedies of JJCPWW provided under this Article 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, without limitation, the Bankruptcy Code) in the event of any such commencement of a bankruptcy proceeding by or against LICENSOR. JJCPWW, in addition to the rights, powers and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including the Bankruptcy Code) in such event.
Licensor Bankruptcy. The parties acknowledge and agree that this Agreement is a contract under which APAC is a licensee of intellectual property as provided in Section 365(n) of title 11, United States Code (the "Bankruptcy Code"). Licensor acknowledges that if Licensor, as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code (the "Bankruptcy Trustee"), rejects this Agreement, APAC may elect to retain all of its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code. Upon written request of APAC to Licensor or the Bankruptcy Trustee, Licensor will not interfere with any of the rights of APAC as provided in this Agreement.
Licensor Bankruptcy. Notwithstanding any provision contained in this Agreement to the contrary, if a Loop Party becomes a debtor under the United States Bankruptcy Code (11 U.S.C. §101 et. seq. or any similar law in any other country (the “Bankruptcy Code”)) and rejects this Agreement pursuant to Section 365 of the Bankruptcy Code (a “Bankruptcy Rejection”), then (i) the license to the Licensed Subject Matter described under this Agreement shall be deemed fully retained by and vested in the JV Parties as protected intellectual property rights under Section 365(n)(1)(B) of the Bankruptcy Code and further shall be deemed to exist immediately before the commencement of the bankruptcy case in which such Loop Party is the debtor; and (ii) the JV Parties shall have all of the rights afforded to non-debtor licensees under Section 365(n) of the Bankruptcy Code.
Licensor Bankruptcy. 53 XVII. NOTICES .................................................................................... 53 XVIII. PUBLICITY .................................................................................. 54 18.1 Publicity ......................................................................... 54 18.2
Licensor Bankruptcy. All rights and licenses granted to Amkor pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (the "Bankruptcy Code"), licenses to rights of "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if Anam is under any proceeding under the Bankruptcy Code and the trustee in bankruptcy of Anam, or Anam as a debtor in possession, rightfully elects to reject this Agreement, Amkor may, pursuant to Sections 365(n)(1) and (2) of the Bankruptcy Code, retain any and all of Amkor's rights hereunder, to the maximum extent permitted by law, subject to Amkor's making the payments specified herein.
Licensor Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor to Licensee (including the License) are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code (the “Intellectual Property”). The Parties agree that Licensee, as a licensee of the Intellectual Property under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code in the event a case is commenced by or against the Licensor under the Bankruptcy Code and the Licensor rejects this Agreement pursuant to Section 365 of the Bankruptcy Code, including the right of the Licensee to elect under Section 365(n)(l)(B) to retain all of the its rights and licenses granted by Licensor that are in existence immediately before the commence of such case, including any rights granted to the Licensee with respect to any patents that issue on any patent applications pending at the time of commencement of such case or any then-existing rights with respect to patents issued, or works of authorship protected, under the law of any foreign jurisdiction.
