Common use of Provisions for Insolvency Clause in Contracts

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 remedies now or hereafter existing at law or in equity (including, without limitation, Title 11). In the event of the commencement of a Title 11 case by or against NeoGenesis, SPL, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, Title 11) in such event. The parties agree that they intend the foregoing SPL rights to extend to the maximum extent permitted by law, including, without limitation, for purposes of Title 11: (i) the right of access to any intellectual property (including all embodiments thereof) of NeoGenesis, or any third party with whom NeoGenesis contracts to perform an obligation of NeoGenesis under this Agreement, and, in the case of the third party, which is necessary for the development, registration, manufacture and marketing of Designated Compounds and/or Licensed Products; and (ii) the right to contract directly with any third party described in (i) to complete the contracted work.

Provisions for Insolvency. (a) Effect on Licenses All rights and licenses granted under or pursuant to this Agreement by NeoGenesis TBC to SPL Schering are, for all purposes of Section 365(n) of Title 11 of the United States Code ("TITLE Title 11"), licenses of rights to "intellectual property" as defined in Title 11. NeoGenesis 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 NeoGenesis TBC under Title 11, then, unless and until this Agreement is rejected as provided in Title 11, NeoGenesis TBC (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 Schering 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) Rights to Intellectual Property If a Title 11 case is commenced by or against NeoGenesisTBC, and this Agreement is rejected as provided in Title 11, and SPL Schering elects to retain its rights hereunder as provided in Title 11, then NeoGenesis TBC (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) Schering's Rights All rights, powers and remedies of SPL Schering 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, without limitation, Title 11). In the event of the commencement of a Title 11 case by or against NeoGenesis, SPLTBC. Schering, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, Title 11) in such event. The parties agree that they intend the foregoing SPL Schering rights to extend to the maximum extent permitted by law, including, without limitation, for purposes of Title 11: (i) the right of access to any intellectual property (including all embodiments thereof) of NeoGenesisTBC, or any third party with whom NeoGenesis TBC contracts to perform an obligation of NeoGenesis TBC under this Agreement, and, in the case of the third party, which is necessary for the development, registration, manufacture and marketing of Designated Licensed Compounds and/or Licensed Products; and (ii) the right to contract directly with any third party described in (i) to complete the contracted work.

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 remedies now or hereafter existing at law or in equity (including, without limitation, Title 11). In the event of the commencement of a Title 11 case by or against NeoGenesis, SPL, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, Title 11) in such event. The parties agree that they intend the foregoing SPL rights to extend to the maximum extent permitted by law, including, without limitation, for purposes of Title 11:: * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (i) the right of access to any intellectual property (including all embodiments thereof) of NeoGenesis, or any third party with whom NeoGenesis contracts to perform an obligation of NeoGenesis under this Agreement, and, in the case of the third party, which is necessary for the development, registration, manufacture and marketing of Designated Compounds and/or Licensed Products; and (ii) the right to contract directly with any third party described in (i) to complete the contracted work.

Provisions for Insolvency. (a) All rights and licenses granted under or pursuant to this Agreement by NeoGenesis to SPL 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. NeoGenesis *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 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 Schering 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 Schering 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 Schering 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 Schering 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 Schering all such intellectual property (including all embodiments thereof) held by NeoGenesis and such successors and assigns, or otherwise available to them, immediately upon SPLSchering's written request. Whenever NeoGenesis or any of its successors or assigns provides to SPL Schering any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 9.7, SPL Schering 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 Schering shall release NeoGenesis from any such obligation or liability for failing to perform it. (c) All rights, powers and remedies of SPL Schering 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, without limitation, Title 11). In the event of the commencement of a Title 11 case by or against NeoGenesis, SPLSchering, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, Title 11) in such event. The parties agree that they intend the foregoing SPL Schering rights to extend to the maximum extent permitted by law, including, without limitation, for purposes of Title 11: (i) the right of access to any intellectual property (including all embodiments thereof) of NeoGenesis, or any third party with whom NeoGenesis contracts to perform an obligation of NeoGenesis under this Agreement, and, in the case of the third party, which is necessary for the development, *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. registration, manufacture and marketing of Designated Compounds and/or Licensed Products; and (ii) the right to contract directly with any third party described in (i) to complete the contracted work.

Provisions for Insolvency. (a) All rights and licenses granted under or pursuant to this Agreement by NeoGenesis to SPL 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. 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 * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (including, without limitation, a Title 11 Trustee (as defined therein)) shall, as SPL Schering 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 Schering 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 Schering 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 Schering 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 Schering all such intellectual property (including all embodiments thereof) held by NeoGenesis and such successors and assigns, or otherwise available to them, immediately upon SPLSchering's written request. Whenever NeoGenesis or any of its successors or assigns provides to SPL Schering any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 9.7, SPL Schering 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 Schering shall release NeoGenesis from any such obligation or liability for failing to perform it. (c) All rights, powers and remedies of SPL Schering 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, without limitation, Title 11). In the event of the commencement of a Title 11 case by or against NeoGenesis, SPLSchering, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, Title 11) in such event. The parties agree that they intend the foregoing SPL Schering rights to extend to the maximum extent permitted by law, including, without limitation, for purposes of Title 11: (i) the right of access to any intellectual property (including all embodiments thereof) of NeoGenesis, or any third party with whom NeoGenesis contracts to perform an obligation of NeoGenesis under this Agreement, and, in the case of the third party, which is necessary for the development, registration, manufacture and marketing of Designated Compounds and/or Licensed Products; and (ii) the right to contract directly with any third party described in (i) to complete the contracted work. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.