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. (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.
(b) Without limiting the generality of the foregoing, Protagonist and Xxxxxxx intend and agree that any sale of the Protagonist Intellectual Property licensed hereunder under Section 363 of the Bankruptcy Code shall be subject to Xxxxxxx’x rights under Section 365(n), that Xxxxxxx 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 Xxxxxxx’x rights under this Agreement and Section 365(n) without the express, contemporaneous consent of Xxxxxxx. Further, each Party agrees and acknowledges that all payments by Xxxxxxx to Protagonist hereunder, other than the Opt-In Maintenance Fee, Opt-In Exercise Fee, the royalty payments pursuant to Section 7.5, the Milestone Payments pursuant to Section 7.3 and the Sales Milestone Payments pursuant to Section 7.4, the allocation of recoveries under Section 8.5.6 and reimbursements for amounts paid under Third Party Blocking Intellectual Property Rights licenses pursuant to Section 8.10, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder.
(c) Protagonist shall, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. embodiments, to the extent feasible, of all Protagonist Intellectual Property licensed hereunder, in accordance with Section 3.6.3. Protagonist and Xxxxxxx acknowledge and agree that...
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:
(i) perform all of the obligations provided in this Agreement to be performed by NeoGenesis including, where applicable and without limitation, providing to SPL portions of such intellectual property (including embodiments thereof) held by NeoGenesis and such successors and assigns or otherwise available to them; or
(ii) provide to SPL all such intellectual property (including all embodiments thereof) held by NeoGenesis and such successors and assigns or otherwise available to them.
(b) If a Title 11 case is commenced by or against NeoGenesis, and this Agreement is rejected as provided in Title 11, and SPL elects to retain its rights hereunder as provided in Title 11, then NeoGenesis (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall provide to SPL all such intellectual property (including all embodiments thereof) held by NeoGenesis and such successors and assigns, or otherwise available to them, immediately upon SPL's written request. Whenever NeoGenesis or any of its successors or assigns provides to SPL any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 9.7, SPL shall have the right to perform the obligations of NeoGenesis hereunder with respect to such intellectual property, but neither such provision nor such performance by SPL shall release NeoGenesis from any such obligation or liability for failing to perform it.
(c) All rights, powers and remedies of SPL provided herein are in addition to and not in substitution for any and all other rights, powers and...
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. 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) Effect on Licenses All rights and licenses granted under or pursuant to this Agreement by TBC to SP Ltd. are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalents, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. TBC 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 TBC under the Insolvency Statute, then, unless and until this Agreement is rejected as provided in the Insolvency Statute, TBC (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an ----------------- [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed with the Commission. Insolvency Statute Trustee (as defined therein)) shall, as SP Ltd. may elect in a written request, immediately upon such request:
(i) [*]
(ii) [*].
(b) Rights to Intellectual Property If an Insolvency Statute case is commenced by or against TBC, and this Agreement is rejected as provided in the Insolvency Statute, and SP Ltd. elects to retain its rights hereunder as provided in the Insolvency Statute, then TBC (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute Trustee) [*].
Provisions for Insolvency. 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.
