Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party 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 the party not subject to bankruptcy proceedings, 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 any party under the U.S. Bankruptcy Code, the other party 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 (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by the party not subject to bankruptcy proceedings, unless the other party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party upon written request therefor by the other party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Infinity or Intellikine 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 Parties agree that the party not subject to bankruptcy proceedingseach Party, as a 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 Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against any party either Party under the U.S. Bankruptcy Code, the other Party that is not a party to such proceeding 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 it (a) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Adapt or Lightlake 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other party will 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 (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party LICR or KaloBios 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 Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other party Party hereto that is not a Party to such proceeding 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 their possession, will be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (ac) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Medarex or Northwest 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party APSA or Targacept 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other Party hereto which is not a party will 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 same, if not already in its their possession, will shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partyan non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 their possession, will be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party 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 Intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedings, 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 any party under the U.S. Bankruptcy Code, the other party 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 (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by the party not subject to bankruptcy proceedings, unless the other party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party upon written request therefor by the other party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party AstraZeneca or Targacept 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 to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. United States Bankruptcy Code, the other party will 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 (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered under clause (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Roche or Emisphere 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Myriad or Maxim 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Unum and SGI 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 Parties agree that the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other party Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Transcept and Purdue 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 the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. United States Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty. In addition, in the event Transcept is the Bankrupt Party, then neither Transcept nor any assignee shall have a right to participate on the JCC effective as of the date of such bankruptcy.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Medarex or Seattle Genetics 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party VIVUS and Licensee 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 the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 (i) the commencement of a bankruptcy proceeding case by or against any party a Party (such Party, the “Debtor”) under the U.S. United States Bankruptcy Code, (ii) the rejection of this Agreement by the Debtor pursuant to section 365 of the United States Bankruptcy Code, and (iii) the election of the other party will Party to retain its rights under section 365(n)(1)(B) of the United States Bankruptcy Code, then the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by the party not subject to bankruptcy proceedings, unless the other party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, it following the rejection of this Agreement by or on behalf of either party the Debtor upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Novartis or Fluidigm 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 to “intellectual property” as defined under Section 101 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any either party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party SGX and Lilly are, and will 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party Party hereto that is not a Party to such proceeding 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 samewhich, if not already in its the non-subject Party's possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party are, and will 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party Party hereto that is not a Party to such proceeding 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 samewhich, if not already in its the non-subject Party’s possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party VIVUS and Auxilium 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 the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. United States Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Aventis or Targacept 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other Party that is not a party will 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 same, if not already in its their possession, will shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered under clause (a) abovei), following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partyan non-subject Party.

Rights in Bankruptcy. All rights and licenses granted to either party under or pursuant to this Agreement by either party to and/or the other party Manufacturing Agreement 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 the party not subject to bankruptcy proceedingsCelladon and TGC, as licensee licensees 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 any either party under the U.S. Bankruptcy Code, the other party 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 it (ai) upon any such commencement of a bankruptcy proceeding upon its written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such bankruptcy proceedings elects to continue to perform all of its obligations under this Agreement and the Manufacturing Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the party subject to such bankruptcy proceedings upon written request therefor by the other party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party PGx and CRXX 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 to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. United States Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not 779758 v7/HN delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Signal or Axys 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 Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other Party hereto which is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Alexza and Cypress are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Amgen or NPS are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedings, as each Party which is a licensee of such rights under this Agreement, will Agreement shall retain and may fully 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 any party either Party under the U.S. Bankruptcy Code, the other Party hereto which is not a party will 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 same, if not already in its their possession, will shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding (or a trustee on behalf of the subject Party) elects to continue to perform all of its their obligations under this Agreement, Agreement or (bii) if not delivered under (ai) above, following upon the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Myriad or Maxim 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, ***Confidential Treatment Requested following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Acorda or Medtronic 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other Party that is not a party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Isis or Celera 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 Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 proceeding-by or against any party either Party under the U.S. Bankruptcy Code, the other Party hereto which is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Northwest or Medarex 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Xxxxxxxx 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. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any either party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Lilly and Adolor 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 to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. United States Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party AGIX and AstraZeneca are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “intellectual property” "Intellectual Property" as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party a Party under the U.S. Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either one party to the other party 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 the a party not subject to bankruptcy proceedings, as that is a licensee of such rights under this Agreement, Agreement will retain and may fully exercise all of its rights ***Confidential Treatment Requested 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 any a party to this Agreement under the U.S. Bankruptcy Code, the other party 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 it (ai) upon any such commencement of a bankruptcy proceeding upon its written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other bankrupt party elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the bankrupt party upon written request therefor by the other party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Shionogi and BDSI 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 the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Millennium or BZL 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 to “"intellectual property” " as defined under Section 101 of the U.S. United States Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Fibrocell or CCP are, and will otherwise be deemed 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 of the U.S. United States Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party either Party under the U.S. United States Bankruptcy Code, the other Party that is not a party to such proceeding 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 samewhich, if not already in its the non- subject Party’s possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other party.non-subject Party. 19. MISCELLANEOUS 19.1

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by either party to the other party Ascent and Medicis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedings, as licensee of such rights under this Agreement, will BioMarin Acquisition shall 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 Bankruptcy Proceeding by or against any party Ascent and/or Medicis under the U.S. Bankruptcy Code, the other party will BioMarin Acquisition shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property all Licensed Assets and all embodiments of such all applicable intellectual propertyproperty rights, and same, if not already in its possession, will shall be promptly delivered to them (a) it upon any such commencement of a bankruptcy proceeding Bankruptcy Proceeding upon its written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Ascent or Medicis, as applicable (or a trustee on behalf of each such applicable party) elects to continue to perform all of its their obligations under this Agreement, or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party upon written request therefor by the other party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other a party 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 ***Confidential Treatment Requested Section 101 of the U.S. Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsa party, 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 any the licensing party under the U.S. Bankruptcy Code, the other party licensee 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 it (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other licensing party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of either the licensing party upon written request therefor by the other partylicensee.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Gxxxxxxx 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. Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any either party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Ocera or Kureha 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Isis or OncoGenex are, and will 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party Party hereto that is not a Party to such proceeding 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 samewhich, if not already in its the non-subject Party's possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party a Party 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 the party not subject to bankruptcy proceedingsa Party, as a licensee of such rights under this Agreement, will shall retain and may fully 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 any party either Party under the U.S. Bankruptcy Code, the other Party that is not a party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Arvinas and 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 the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant -------------------- to this Agreement by either party to the other party Parties are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingsthat, as licensee licensees of such rights under this Agreement, will each shall retain and may fully exercise all of its their 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 any party AHP or Immunex under the U.S. Bankruptcy Code, the other party will Party which is not the bankrupt or insolvent entity 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 the same, if not already in its possession, will shall be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon its written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered under (ai) above, following upon the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partyany non-insolvent Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Party 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 Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other party Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed by it hereunder and all embodiments of such intellectual property, and same, if not already in its their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefore, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor therefore by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Licensee or Allergan 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other Party that is not a party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to The Parties acknowledge that this Agreement by either party to the other party are, and will otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The parties agree Parties further acknowledge that the party not subject to bankruptcy proceedings, as licensee each of such rights under this Agreement, Company and Licensee will retain and may fully exercise all of its protections, rights and elections under the U.S. Bankruptcy Code, including Section 365(n) of the Code, and any similar laws in any other country. The parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against any party of Company and Licensee under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the other party Party 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 its possession, will be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon its written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party bankrupt Party elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the bankrupt Party upon written request therefor by the other partyParty. All rights, powers and remedies of each of Company and Licensee provided for in this Section 12.4(k) 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 under the Code and any similar Laws in any other country).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party CombinatoRx or HenKan and all rights to the other party data, regulatory filings and Information, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other Party hereto which is not a party will 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 same, if not already in its their possession, will shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefore, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor therefore by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Forest or Replidyne 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the rejection Securities and Exchange Commission pursuant to Rule 406 of this Agreement by or on behalf the Securities Exchange Act of either party upon written request therefor by the other party1933, as amended.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any either party under the U.S. Bankruptcy Code, the other party hereto that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertyproperty […***…], and same, if not already in its their possession, will be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Isis or Sarissa are, and will 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party Party hereto that is not a Party to such proceeding 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 samewhich, if not already in its the non-subject Party's possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Eidos and Bayer 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 the party not subject to bankruptcy proceedingseach Party, as licensee of such certain rights under this Agreement, will shall retain and may fully 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 any party a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other party will Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, will shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of either party the Bankrupt Party upon written request therefor by the other partyParty.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party 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 the party not subject to bankruptcy proceedings, 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 *** Confidential Treatment Requested parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against any party under the U.S. Bankruptcy Code, the other party 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 (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by the party not subject to bankruptcy proceedings, unless the other party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party upon written request therefor by the other party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party ISIS and LILLY are, and will 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 the party not subject to bankruptcy proceedingsthxx xxx xxxxxxx, as licensee of xx xxxxxxxxx xx such rights under this Agreement, will retain and may fully exercise all of its their 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 any a party under the U.S. United States Bankruptcy Code, the other party hereto that is not a party to such proceeding 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 samewhich, if not already in its the non-subject party's possession, will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party ISIS or ATL 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against any either party under the U.S. Bankruptcy Code, the other party hereto which is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Licensee or EOS 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other partynon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party ETC or SULPHCO 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 the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will retain and may fully exercise all of its their 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 any either party under the U.S. Bankruptcy Code, the other party hereto which is not a party to such proceeding 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 their possession, will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Medarex or Northwest 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 the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party a Party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party elects Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other party.non-subject Party

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Licensee or 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 Parties agree that the party not subject to bankruptcy proceedingsParties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any party either Party under the U.S. Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of either party the Party subject to such proceeding upon written request therefor by the other party.non-subject Party. 14.6

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by either party to the other party Xxxxxxxx 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. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that the party not subject to bankruptcy proceedingsparties, as licensee licensees of such rights under this Agreement, will shall retain and may fully exercise all of its their 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 any either party under the U.S. United States Bankruptcy Code, the other party will 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 (a) upon any such commencement of a bankruptcy proceeding upon the non-subject party’s written request therefor by the party not subject to bankruptcy proceedingstherefor, unless the other party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of either the party subject to such proceeding upon written request therefor by the other non-subject party.. ARTICLE XI