Provisions for Insolvency. 40 (a) Effect on Licenses...........................................................................40 (b) Rights to Intellectual Property..............................................................41 (c) SPL's Rights.................................................................................41 (d) Deemed Grant of Rights.......................................................................41 (e) Security Interests...........................................................................42 9.9 FORCE MAJEURE................................................................................42 9.10 SEVERABILITY.................................................................................42 9.11 COUNTERPARTS.................................................................................42 9.12 CAPTIONS.....................................................................................43 9.13 RECORDING....................................................................................43 9.14
Provisions for Insolvency. The Parties agree that the Orion Patent Rights and Orion Know-How are “intellectual property” as defined in 11 U.S.C. 101(35A). The Parties intend that the licenses granted to Licensee pursuant to Section 2.1 of this Agreement (Licenses) be entitled to benefits of Section 365(n) of Title 11 of the U.S. Code. Any supply arrangements contained in or contemplated by this Agreement are “supplemental” to this Agreement for the purpose of Section 365(n). For the purposes of Section 365(n) the “embodiments” of the intellectual property licensed under this Agreement include the Recro Products, works of authorship used in connection with the marketing and promotion of the Recro Products, and the methods and technology used to develop and manufacture the Recro Products. The Parties agree that the royalties payable by Licensee to Orion under this Agreement are “royalty payments” in exchange for the licenses granted in this Agreement, and also agree that all other payments payable by Licensee to Orion or its Affiliates for any supply agreement relating to the Recro Products or Dexmedetomidine API, are not royalties and are not paid in exchange for the licenses granted in this Agreement.
Provisions for Insolvency. (a) All rights and licenses now or hereafter granted by either Party to the other Party under or pursuant to this Agreement, including, for the avoidance of doubt, the licenses granted to Xxxxxxx pursuant to Section 6.1 are, for all purposes of Section 365(n) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)), licenses of rights to “intellectual property” as defined in the Bankruptcy Code. Upon the occurrence of any Insolvency Event with respect to a Party, such 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 Code.
Provisions for Insolvency. (a) All rights and licenses granted under or pursuant to this Agreement by NeoGenesis to SPL 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. NeoGenesis 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 NeoGenesis under Title 11, then, unless and until this Agreement is rejected as provided in Title 11, NeoGenesis (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee (as defined therein)) shall, as SPL may elect in a written request, immediately upon such request:
Provisions for Insolvency. 66 14. MISCELLANEOUS..........................................................................67
Provisions for Insolvency. 29 12.1. General . . . . . . . . . . . . . . . . . . . . 29 12.2. Rejection of Agreement in Title 11 . . . . . . . 29 12.3.
Provisions for Insolvency. (a) Section 365(n) of the Bankruptcy Code. The license granted pursuant to Section 3.1 is, for all purposes of Section 365(n) of Title 11 of the United States Code, as amended (“Bankruptcy Code”), a license of rights to “intellectual property” as defined in the Bankruptcy Code. The Parties agree that Brii Bio, as licensee of such licenses under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code with respect to such licenses. Without limiting the generality of the foregoing, VBI and Brii Bio intend and agree that any sale of VBI’s assets under Section 363 of the Bankruptcy Code shall be subject to Brii Bio’s rights under Section 365(n) of the Bankruptcy Code, that Brii Bio cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Brii Bio’s rights under this Agreement and Section 365(n) of the Bankruptcy Code without the express, contemporaneous consent of Brii Bio.
Provisions for Insolvency. 64 14.8.1 Effect on Licenses.................................. 64 14.8.2 Rights to Intellectual Property..................... 65 14.8.3 Schering's Rights................................... 65 14.9
Provisions for Insolvency. (a) Section 365(n) of the Bankruptcy Code. The licenses granted pursuant to Sections 2.1 (Licenses to Licensee) are, for all purposes of Section 365(n) of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined in the Bankruptcy Code. Upon the occurrence of any Insolvency Event with respect to Licensor, the Parties agree that Licensee, as licensee of such licenses under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code with respect [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED to such licenses. Without limiting the generality of the foregoing, Licensor and Licensee intend and agree that any sale of Licensor’s assets under Section 363 of the Bankruptcy Code shall be subject to Licensee’s rights under Section 365(n) of the Bankruptcy Code, that Licensee cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Licensee’s rights under this Agreement and Section 365(n) of the Bankruptcy Code without the express, contemporaneous consent of Licensee. Further, each Party agrees and acknowledges that all payments by Licensee to Licensor hereunder, other than the royalty payments pursuant to Section 7.3 (Royalty Payments), do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. The Licensor shall, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed pursuant to this Agreement. The Licensor and Licensee acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, cell lines, vectors, reagents, assays, product samples and inventory, research studies and data, Regulatory Documentation and Regulatory Approvals. If (i) a case under the Bankruptcy Code is commenced by or against a Licensor, (ii) this Agreement is rejected as provided in the Bankruptcy Code, and (iii) the Licensee elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including a trus...
Provisions for Insolvency. All rights and licenses granted under or pursuant to this Agreement by Sparta to Schering 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.
