Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that Company, as licensee of such rights under this Agreement, will retain and may fully exercise, all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Code, Company 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 same, if not already in its possession, will be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Licensor 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 Licensor upon written request therefor by Company.

Rights in Bankruptcy. All rights and licenses the license granted under or pursuant to this Agreement by Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that CompanyLicensee, as licensee of such rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. United States Bankruptcy Code, Company will Licensee 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 samewhich, if not already in its Licensee’s possession, will shall be promptly delivered to them it: (ia) upon any such commencement of a bankruptcy proceeding upon its Licensee’s written request therefor, unless Licensor elects to continue continues to perform all of its obligations under this Agreement, ; or (iib) if not delivered under (iSection 9.6(a) above, following the rejection of this Agreement by or on behalf of Licensor upon written request therefor by CompanyLicensee.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties agree that Companyxxxx Xxxxxxxx, as licensee of such xx xxxxxxxx xx xxch rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. United States Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. United States Bankruptcy Code, Company will Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property Licensed Property and all embodiments of such intellectual propertythe Licensed Property, and samewhich, if not already in its Licensee's possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its Licensee's written request therefortherefore, unless Licensor elects to continue continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, following the rejection of this Agreement by or on behalf of Licensor upon written request therefor therefore by CompanyLicensee.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor Sanofi are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that CompanyLicensee, as licensee of such rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Sanofi under the U.S. Bankruptcy Code, Company will Licensee 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 samewhich, if not already in its Licensee’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its Licensee’s written request therefor, unless Licensor Sanofi elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of Licensor Sanofi upon written request therefor by CompanyLicensee. To the extent available in countries other than the U.S., Applicable Law similar to Section 365(n) of the U.S. Bankruptcy Code shall be applied so as to treat this Agreement as an executory contract.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor Affymax are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that CompanyTakeda, as licensee of such rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Affymax under the U.S. Bankruptcy Code, Company will Takeda 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 samewhich, if not already in its Takeda’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its Takeda’s written request therefor, unless Licensor Affymax elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of Licensor Affymax upon written request therefor by CompanyTakeda.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor Revance are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that CompanyXxxxxxx, as licensee of such certain rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Revance under the U.S. United States Bankruptcy Code, Company will Teoxane shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property Intellectual Property Rights licensed to Teoxane and all embodiments of such intellectual propertyIntellectual Property Rights, and samewhich, if not already in its Teoxane’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its Xxxxxxx’s written request therefor, unless Licensor Revance elects to continue to perform all of its obligations under this Agreement, ; or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of Licensor Revance, upon written request therefor by Companythe Teoxane.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor AskAt are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that CompanyArrys, as licensee of such certain rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor AskAt under the U.S. Bankruptcy Code, Company will Arrys shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to Arrys and all embodiments of such intellectual property, and samewhich, if not already in its Arrys’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its Arrys’s written request therefor, unless Licensor AskAt elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of Licensor AskAt upon written request therefor by CompanyArrys.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement AGREEMENT by Licensor P&G or PALOMAR are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties agree that CompanyPARTIES, as licensee licensees of such rights under this AgreementAGREEMENT, will shall retain and may fully exercise, exercise all of its their rights and elections under the U.S. United States Bankruptcy Code. The parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against Licensor either PARTY under the U.S. United States Bankruptcy Code, Company will the PARTY hereto that is not a party to such proceeding 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 samewhich, if not already in its the non-subject PARTY’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its the non-subject PARTY’s written request therefor, unless Licensor the PARTY subject to such proceeding elects to continue to perform all of its obligations under this Agreement, AGREEMENT or (iib) if not delivered under clause (ia) above, following the rejection of this Agreement AGREEMENT by or on behalf of Licensor the PARTY subject to such proceeding upon written request therefor by Companythe non-subject PARTY.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor Rigel and AZ are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. US Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. US Bankruptcy Code. The parties Parties agree that CompanyAZ, as licensee of such certain rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. US Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Rigel under the U.S. US Bankruptcy Code, Company will AZ shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property [ * ] = 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 Exchange Act of 1934, as amended. licensed to AZ and all embodiments of such intellectual property, and samewhich, if not already in its AZ’s possession, will shall be promptly delivered to them AZ (ia) upon any such commencement of a bankruptcy proceeding upon its AZ’s written request therefor, unless Licensor Rigel elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of Licensor Rigel upon written request therefor by CompanyAZ.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that CompanyMyriad, as licensee of such rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Code, Company will Myriad 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 same, if not already in its possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its their written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of Licensor upon written request therefor by CompanyMyriad.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor Rigel and AZ are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. US Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. US Bankruptcy Code. The parties Parties agree that CompanyAZ, as licensee of such certain rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. US Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Rigel under the U.S. US Bankruptcy Code, Company will AZ shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to AZ and all embodiments of such intellectual property, and samewhich, if not already in its AZ’s possession, will shall be promptly delivered to them AZ (ia) upon any such commencement of a bankruptcy proceeding upon its AZ’s written request therefor, unless Licensor Rigel elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of Licensor Rigel upon written request therefor by CompanyAZ.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that CompanyMyriad, as licensee of such rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Code, Company will Myriad 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 same, if not already in its possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its their written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of Licensor upon written request therefor by CompanyMyriad.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor Pfizer are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that CompanyLicensee, as licensee of such certain rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Pfizer under the U.S. Bankruptcy Code, Company will Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to Licensee and all embodiments of such intellectual property, and samewhich, if not already in its Licensee’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon its Licensee’s written request therefor, unless Licensor Pfizer elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of Licensor Pfizer upon written request therefor by CompanyLicensee. This Section 13.7 shall apply ex-US mutatis mutandis.

Rights in Bankruptcy. All rights and licenses the license granted under or pursuant to this Agreement by Licensor Exelixis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that CompanyHelsinn, as licensee of such rights under this Agreement, will shall retain and may fully exercise, exercise all of its rights and elections under the U.S. United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor Exelixis under the U.S. United States Bankruptcy Code, Company will Helsinn 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 samewhich, if not already in its Helsinn’s possession, will shall be promptly delivered to them it: (ia) upon any such commencement of a bankruptcy proceeding upon its Helsinn’s written request therefor, unless Licensor elects to continue Exelixis continues to perform all of its obligations under this Agreement, ; or (iib) if not delivered under (iSection 9.6(a) above, following the rejection of this Agreement by or on behalf of Licensor upon written request therefor by CompanyExelixis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and will otherwise be deemed are intended by the Parties to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 91 of the U.S. United States Bankruptcy CodeCode or any applicable foreign equivalent thereof. The parties agree that Company, as As a licensee of such rights under this Agreement, will Licensee shall retain and may fully exercise, exercise all of its rights and elections under the U.S. United States Bankruptcy CodeCode or any applicable foreign equivalent thereof. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. United States Bankruptcy Code, Company will Licensee 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 samewhich, if not already in its the Licensee’s possession, will shall be promptly delivered to them it (i) upon any such commencement of a bankruptcy proceeding upon its the Licensee’s written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of Licensor upon written request therefor by CompanyLicensee. Further, each Party agrees and acknowledges that all payments made pursuant to Article 8 of this Agreement constitute “royalties” within the meaning of Section 365(n) of the Bankruptcy Code.