Common use of Provisions for Insolvency Clause in Contracts

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 “embodiments” of intellectual property within the meaning of Section 365(n) include [ * ]. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Protagonist under the Bankruptcy Code and any similar laws in any other country in the Territory, Xxxxxxx will 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 Xxxxxxx’x or its Affiliates’ possession, will be promptly delivered to it (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Protagonist elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Protagonist upon written request therefor by Xxxxxxx. Whenever Protagonist or any of its successors or assigns provides to Xxxxxxx any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 12.4.2, Xxxxxxx shall have the right to perform Protagonist’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by Xxxxxxx shall release Protagonist from liability resulting from rejection of the license or the failure to perform such obligations. Protagonist (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall not interfere with Xxxxxxx’x rights 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 Section 365(n) of the Bankruptcy Code. (d) All rights, powers and remedies of Xxxxxxx provided herein 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 the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Protagonist. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n): (1) the right of access to any intellectual property (including all embodiments thereof) of Protagonist licensed to Xxxxxxx pursuant to Section 6.1, or any Third Party with whom Protagonist contracts to perform an obligation of Protagonist under this Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, import or export of Licensed Compounds and Licensed Products; and (2) the right to contract directly with any Third Party to complete the contracted work. [ * ] = 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.

Provisions for Insolvency. (a) All rights and licenses now or hereafter granted by either Party Licensor to the other Party Licensees under or pursuant to this Agreement, including, for the avoidance of doubt, the licenses granted to Xxxxxxx Licensees pursuant to Section 6.1 2.01 and Section 2.02, 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 PartyLicensor, such Party Licensor agrees that the other PartyLicensees, as licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their 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 Licensees to Protagonist Licensor hereunder, other than the Opt-In Maintenance FeeLicense and Option Fee pursuant to Section 3.01, Opt-In Exercise Fee, the royalty payments pursuant to Section 7.53.04 and Section 3.10, and the Milestone Payments sales milestone 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 8.103.03, 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 . Licensor shall, during the Termterm of this Agreement, 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 3.6.3such intellectual property. Protagonist and Xxxxxxx acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) include [ * ]. The Parties further agree that, in the event of the commencement of If a bankruptcy proceeding by or against Protagonist case is commenced under the Bankruptcy Code and any similar laws in any other country in the Territory, Xxxxxxx will 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 Xxxxxxx’x or its Affiliates’ possession, will be promptly delivered to it (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Protagonist elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Protagonist upon written request therefor by Xxxxxxx. Whenever Protagonist or any of its successors or assigns provides to Xxxxxxx any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 12.4.2against Licensor, Xxxxxxx shall have the right to perform Protagonist’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by Xxxxxxx shall release Protagonist from liability resulting from rejection of the license or the failure to perform such obligations. Protagonist Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall shall: (i) as Licensees 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, providing to Licensees portions of such intellectual property (including embodiments thereof) held by Licensor and/or such successors and assigns or otherwise available to them; or (B) provide to Licensees all such intellectual property (including all embodiments thereof) held by Licensor and/or such successors and assigns or otherwise available to them: and (ii) not interfere with Xxxxxxx’x Licensee's rights 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 Section 365(n) of the Bankruptcy Code. (db) If (i) a case under the Bankruptcy Code is commenced by or against Licensor, (ii) this Agreement is rejected as provided in the Bankruptcy Code, and (iii) Licensees elect to retain their rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Licensees all such intellectual property (including all embodiments thereof) held by Licensor and such successors and assigns, or otherwise available to them, immediately upon Licensees' written request. Whenever Licensor or any of its successors or assigns provides to Licensees any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 8.03(b), Licensees shall have the right to perform Licensor's obligations hereunder wit11 respect to such intellectual property, but neither such provision nor such performance by Licensees shall release Licensor from liability resulting from rejection of the license or the failure to perform such obligations. (c) All rights, powers and remedies of Xxxxxxx Licensees provided herein 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 the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to ProtagonistLicensor. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n): (1i) the right of access to any intellectual property (including all embodiments thereof) of Protagonist licensed to Xxxxxxx pursuant to Section 6.1Licensor, or any Third Party with whom Protagonist Licensor contracts to perform an obligation of Protagonist Licensor under this Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, import or export of Licensed Compounds and Licensed Products; and (2ii) the right to contract directly with any Third Party to complete the contracted work. [ * ] = 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.

Provisions for Insolvency. (a) All rights and Section 365(n) of the Bankruptcy Code. The 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 Sections 2.1 (Licenses to Xxxxxxx pursuant to Section 6.1 Licensee) 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 PartyLicensor, such Party agrees the Parties agree that the other PartyLicensee, as licensee of such rights licenses under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. (b) Code with respect to such licenses. Without limiting the generality of the foregoing, Protagonist Licensor and Xxxxxxx Licensee intend and agree that any sale of the Protagonist Intellectual Property licensed hereunder Licensor’s assets under Section 363 of the Bankruptcy Code shall be subject to Xxxxxxx’x Licensee’s rights under Section 365(n)) of the Bankruptcy Code, that Xxxxxxx 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 Xxxxxxx’x Licensee’s rights under this Agreement and Section 365(n) of the Bankruptcy Code without the express, contemporaneous consent of XxxxxxxLicensee. Further, each Party agrees and acknowledges that all payments by Xxxxxxx Licensee to Protagonist Licensor 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(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. (c) Protagonist . The Licensor 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 intellectual property licensed hereunder, in accordance with Section 3.6.3pursuant to this Agreement. Protagonist The Licensor and Xxxxxxx 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. The Parties further agree that, in the event of the commencement of If (i) a bankruptcy proceeding by or against Protagonist case under the Bankruptcy Code and any similar laws in any other country in the Territoryis commenced by or against a Licensor, Xxxxxxx will 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 Xxxxxxx’x or its Affiliates’ possession, will be promptly delivered to it (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Protagonist elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Protagonist upon written request therefor by Xxxxxxx. Whenever Protagonist or any of is rejected as provided in the Bankruptcy Code, and (iii) the Licensee elects to retain its successors or assigns provides to Xxxxxxx any rights hereunder as provided in Section 365(n) of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 12.4.2Bankruptcy Code, Xxxxxxx shall have the right to perform Protagonist’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by Xxxxxxx shall release Protagonist from liability resulting from rejection of the license or the failure to perform such obligations. Protagonist Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall: (i) provide to the Licensee all such intellectual property (including all embodiments thereof) held by Licensor and such successors and assigns, or otherwise available to them, immediately upon the Licensee’s written request. Whenever Licensor or any of its successors or assigns provides to the Licensee any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 2.4 (Provisions for Insolvency), the Licensee shall have the right to perform Licensor’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by the Licensee shall release Licensor from liability resulting from rejection of the license or the failure to perform such obligations; and (ii) not interfere with Xxxxxxx’x the Licensee’s rights 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 Section 365(n) of the Bankruptcy Code. (d) All rights, powers and remedies of Xxxxxxx provided herein 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 the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Protagonist. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n): (1) the right of access to any intellectual property (including all embodiments thereof) of Protagonist licensed to Xxxxxxx pursuant to Section 6.1, or any Third Party with whom Protagonist contracts to perform an obligation of Protagonist under this Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, import or export of Licensed Compounds and Licensed Products; and (2) the right to contract directly with any Third Party to complete the contracted work. [ * ] = 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.

Provisions for Insolvency. 13.4.1 A Party may terminate this Agreement in its entirety, or release the other Party from all or certain of its obligations under this Agreement, upon providing written notice to the other Party on or after the time that such other Party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, consents to an order for relief in connection with an involuntary petition in bankruptcy filed against such Party (a) or an involuntary petition in bankruptcy filed against such Party remains un-dismissed or un-stayed for a period of more than [...***...]), petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an “Insolvency Event”). 13.4.2 All rights and licenses now or hereafter granted by either Party argenx to the other Party Xxxxxxx under or pursuant to this Agreement, including, for the avoidance of doubt, the licenses granted to Xxxxxxx pursuant to Section 6.1 Sections 3.1 and 3.4, 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 PartyLicensor, such Party argenx agrees that the other PartyXxxxxxx, 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 argenx and Xxxxxxx intend and agree that any sale of the Protagonist Intellectual Property licensed hereunder argenx’s assets 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 argenx hereunder, other than the Opt-In Maintenance Feeupfront payment pursuant to Section 8.1, Opt-In Exercise FeeU.S. Collaboration Results pursuant to Section 8.5, the royalty payments pursuant to Section 7.58.6, 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 8.108.3, 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 . Argenx 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 3.6.3such intellectual property. Protagonist argenx and Xxxxxxx acknowledge and agree that “"embodiments” " of intellectual property within the meaning of Section 365(n) include [ * ]laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Documentation and Regulatory Licenses. The Parties further agree that, in the event of the commencement of If (i) a bankruptcy proceeding by or against Protagonist case under the Bankruptcy Code is commenced by or against argenx, (ii) this Agreement is rejected as provided in the Bankruptcy Code, and any similar laws (iii) Xxxxxxx elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, argenx (in any other country in the Territorycapacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall: (a) provide to Xxxxxxx will be entitled to a complete duplicate of (or complete access to, as appropriate) any all such intellectual property and (including all embodiments of thereof) held by argenx and such intellectual property, successors and the same, if not already in Xxxxxxx’x or its Affiliates’ possession, will be promptly delivered to it (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Protagonist elects to continue to perform all of its obligations under this Agreementassigns, or (ii) if not delivered under (i) aboveotherwise available to them, following the rejection of this Agreement by or on behalf of Protagonist immediately upon Xxxxxxx’x written request therefor by Xxxxxxxrequest. Whenever Protagonist argenx or any of its successors or assigns provides to Xxxxxxx any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 12.4.213.4.1, Xxxxxxx shall have the right to perform Protagonistargenx’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by Xxxxxxx shall release Protagonist argenx from liability resulting from rejection of the license or the failure to perform such obligations. Protagonist ; and (in any capacity, including debtor-in-possessionb) and its successors and assigns (including a trustee) shall not interfere with Xxxxxxx’x rights 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 Section 365(n) of the Bankruptcy Code. (d) 13.4.3 All rights, powers and remedies of Xxxxxxx provided herein 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 the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Protagonistargenx. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n): (1a) the right of access to any intellectual property (including all embodiments thereof) of Protagonist licensed to Xxxxxxx pursuant to Section 6.1argenx, or any Third Party with whom Protagonist argenx contracts to perform an obligation of Protagonist argenx under this Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, import or export of Licensed Compounds and Licensed Products; and (2b) the right to contract directly with any Third Party to complete the contracted work. [ * ] = 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.