Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All licenses and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Code. The Parties agree that each Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against the other Party under the Code, such Party shall be entitled to a complete duplicate of, or complete access to (as such Party deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to such Party (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by such Party, unless such other Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of such other Party upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses Licensed Patents and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Section 5.08 are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, of them as a licensee Licensee of such rights under this AgreementSection 5.08, as applicable, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it: (ai) upon any such commencement the subject Party’s receipt of a bankruptcy proceeding upon written request therefor by Notice from the non-subject Party requesting such Partyinformation, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Section 5.08; or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement Section 5.08 by or on behalf of such other the subject Party upon written request therefor by receipt of a Notice from the non-subject Party requesting such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawinformation.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party either party to the other Party party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that each Partythe party not subject to bankruptcy proceedings, as a licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against any party under the U.S. Bankruptcy Code, the other Party under the Code, such Party shall party will be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof shall same, if not already in its possession, will be promptly delivered to such Party them (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by such Partythe party not subject to bankruptcy proceedings, unless such the other Party party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under (a) above, upon following the rejection of this Agreement by or on behalf of such other Party either party upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawparty.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, AbbVie or Morphic are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above), upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Emergent or HPA are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party SGI and MPI are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any comparable provision of any Law in any other jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the CodeU.S. Bankruptcy Code or any comparable provision of any Law in any other jurisdiction. The Parties agree that each Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the CodeU.S. Bankruptcy Code or any comparable Law in any other jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the CodeU.S. Bankruptcy Code or any comparable Law in any other jurisdiction, such the other Party shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in such other Party’s possession, shall be promptly delivered to such other Party (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by such Partytherefor, unless such other Party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a) above), upon following the rejection of this Agreement by or on behalf of such other Party upon written request therefor by such other Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Mereo or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as Party that is a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the U.S. Bankruptcy Code, the Party hereto which is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in their possession, shall be promptly be, within ten (10) days of the commencement of such proceeding, delivered to such Party them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by such Partytherefore, unless the Party subject to such other Party proceeding (or a trustee on behalf of the subject Party) elects to continue to perform all of its their obligations under this Agreement or (bii) if not delivered under (ai) above, upon the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor therefore by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or MedImmune are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of such other Party upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.if

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee and XENCOR are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States US Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A101(335A) of the Code. The Parties agree that each Party, as a licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against the other a Party under the CodeCode (such Party, such the “Bankrupt Party”), the other Party shall be entitled to a complete duplicate of, of or complete access to (as such the other Party deems appropriate), any such intellectual property licensed to such other Party and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in such other Party’s possession, shall be promptly delivered to such Party it: (ai) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by such Partytherefor, unless such other the Bankrupt Party elects to continue to perform all of its obligations under this Agreement Agreement; or (bii) if not delivered under clause (a) abovei), upon following the rejection of this Agreement by or on behalf of such other the Bankrupt Party upon written request therefor by such the other Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, AZ or Silence are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of such other Party upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.or

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee and Zenas are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party the Parties are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Party, in its capacity as a licensee of such rights under this Agreement, shall retain all licenses granted to it hereunder and may fully exercise all of its rights and elections under the United States Bankruptcy Code, and that upon subject to payment to the other Party of any royalties or other payments due pursuant to Article 5. The Parties further agree that, in the event of commencement of a bankruptcy proceeding by or against the other either Party under the United States Bankruptcy Code, the Party hereto which is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property property, and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in its possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon its written request therefor by such Partytherefore, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, upon the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor therefore by such any non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Egalet and Shionogi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Party, as a licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the United States Bankruptcy Code, such the other Party shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property licensed to such other Party and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in such other Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by such Partytherefor, unless such other the bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above), upon following the rejection of this Agreement by or on behalf of such other the bankrupt Party upon written request therefor by such the other Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Nektar or Bayer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the United States Bankruptcy Code, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Medarex or Seattle Genetics are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “"intellectual property” " as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party's possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Restated Agreement by a Party to other Party Relypsa or Ilypsa are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Restated Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in its possession, shall be promptly delivered to such Party them (ai) upon any such commencement of a bankruptcy proceeding upon its written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Restated Agreement, or (bii) if not delivered under (ai) above, upon following the rejection of this Restated Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Sanofi or Lexicon are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Abbott or Reata are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party MAP or ALLERGAN are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 91 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the United States Bankruptcy Code, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement or a Project Schedule by a Party to other Party are, AZ or Company are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this AgreementAgreement or the applicable Project Schedule, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not subject to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Page 61 of 84 Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Array or AZ are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the United States Bankruptcy Code, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof commensurate with the scope of the license thereunder, which, if not already in the non subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party elects to continue proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “"intellectual property” " as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other either Party are, and shall otherwise be deemed to be, for purposes of Section section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as a licensee of such certain rights under this Agreement, 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 occurrence of a Bankruptcy Event in respect of a Party (such Party, the “Debtor”) under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other Party under the Code, such Party shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property licensed to such other Party and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in such other Party's possession, shall be promptly delivered to such Party it: (a) upon any such commencement of a bankruptcy proceeding upon such other Party's written request therefor by such Partytherefor, unless such other Party the Debtor elects to continue to perform all of its obligations under this Agreement or Agreement; or (b) if not delivered under (a) above, upon following the rejection of this Agreement by or on behalf of such other Party the Debtor upon written request therefor by such the other Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “"Code”"), licenses of rights right to “"intellectual property” " as defined under Section 101(35A) 101 of the Code. The Parties agree that each PartyEither party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon . In the event of the commencement of a bankruptcy proceeding by or against the other Party either party under the Code, the party hereto which is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in their possession, shall be promptly delivered to such Party them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by such Partytherefor, unless the party subject to such other Party proceeding elects to continue to perform all of its their obligations under this Agreement or (bii) if not delivered under (ai) above, upon the rejection of this Agreement by or on behalf of the party subject to such other Party proceeding upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawa non-subject party.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Forest or Xxxxxxx are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or MedImmune are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Midatech or Novartis are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Licensee or CanBas or their Affiliates are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties and their respective Affiliates, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code and any foreign counterparts thereto. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or such foreign counterpart, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non- subject Party’s or its Affiliates’ possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses and rights to licenses granted under or pursuant to this Agreement by a Party CombinatoRx or HenKan and all rights to other Party data, regulatory filings and Information, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “"intellectual property” " as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the U.S. Bankruptcy Code, the Party hereto which is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in their possession, shall be promptly delivered to such Party them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by such Partytherefore, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor therefore by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Biohaven or Highlightll are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to the other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States US Bankruptcy Code and any similar laws in other countries (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the Code. The Parties agree that each Party, as a licensee of such rights under this Agreement, shall will retain and may fully exercise all of its protections, rights and elections under the Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against a Party, the other Party under the Code, such Party shall will be entitled to a complete duplicate of, of (or complete access to (to, as such other Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof shall the same, if not already in its possession, will be promptly delivered to such Party it: (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor by such Partytherefor, unless such other the bankrupting Party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under (a) above, upon written request therefor by the other Party following the rejection of this Agreement by or on behalf of such other Party upon written request therefor by such the bankrupting Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Code. The Parties agree that each Each Party, as a licensee recipient of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon . Upon commencement of a bankruptcy proceeding by or against the other Party under the Code, such Party party shall be entitled to a complete duplicate of, or complete access to (as such Party deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to such Party (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by such Party, unless such other Party Adverum elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of such the other Party upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawLaw.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Sanofi or DiCE are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Micromet or Amgen are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (and other similar laws in a jurisdiction outside the “Code”)United States, licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or such similar laws in a jurisdiction outside the United States. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the U.S. Bankruptcy Code, the Party hereto that is not party to such Party shall proceeding will be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall , which, if not already in its possession, will be promptly delivered to such Party them (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that each Party, as a licensee of such rights under this Agreement, shall the licensee will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against a party, the other Party under the Code, such Party shall party will be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof shall same, if not already in its possession, will be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor by such Partytherefor, unless such other Party the bankrupt party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under subsection (a) above, upon following the rejection of this Agreement by or on behalf of such other Party the bankrupt party upon written request therefor therefore by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawparty.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each PartyNVDI, as a licensee under Section 6.3.3 and a transferee under Sections 6.1 and 6.4.3 of such rights Intellectual Property Rights under this Agreement, and XOMA, as a licensee under Section 6.3.2, each shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the U.S. Bankruptcy Code, such the other Party shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property as to which it is a licensee or transferee and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in its possession, shall be promptly delivered to such other Party (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor by such Partytherefore, unless such other the first Party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of such other the first Party upon written request therefor by such the other Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party the Licensee or Eisai are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party arePM SpinCo, PlatformCo, or Novo Nordisk are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Gillette or Palomar are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the United States Bankruptcy Code. The Parties parties agree that each Partythe parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other Party either party under the United States Bankruptcy Code, the party hereto that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject party’s written request therefor by such Partytherefor, unless the party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the party subject to such other Party proceeding upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawnon-subject party.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Warnxx-Xxxxxxx xx Axys are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights right to “"intellectual property” " as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the U.S. Bankruptcy Code, the Party hereto which is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in their possession, shall be promptly delivered to such Party them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such an non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. 10.6.1 All licenses and rights to licenses granted under or pursuant to this Agreement by a Party to other either Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Code. The Parties agree that each either Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against the other a Party under the Code, such the other Party shall be entitled to a complete duplicate of, of or complete access to (as such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to such the other Party (ai) upon any such commencement of a bankruptcy proceeding upon written request therefor therefore by such Party, the other Party unless such other the bankrupt Party elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under (ai) above, upon the rejection of this Agreement by or on behalf of such other the bankrupt Party upon written request therefor therefore by such other Party. . 10.6.2 The foregoing provisions of this Section 10.6 are without prejudice to any rights such Party Aptose may have arising under the Code or other applicable lawApplicable Law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or or, (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party Xxxxxx or Reata are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Licensee or MedImmune are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that each Party, as a licensee of such rights under this Agreement, shall the licensee will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against a party, the other Party under the Code, such Party shall party will be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof shall same, if not already in its possession, will be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor by such Partytherefor, unless such other Party the bankrupt party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under subsection (a) above, upon following the rejection of this Agreement by or on behalf of such other Party the bankrupt party upon written request therefor by such Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable lawparty.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Syros or Incyte are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above), upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party AbbVie or Sublicensor are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non- subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “"intellectual property” " as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each PartyOnyx, as a licensee under Section 7.3(c) and a transferee under Sections 7.1 and 7.4(d) of such intellectual property rights under this Agreement, and XOMA, as a licensee under Section 7.3(b), each shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code; however, nothing herein shall be deemed to constitute a present exercise of such rights and that upon elections. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the other a Party under the U.S. Bankruptcy Code, such the other Party shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property as to which it is a licensee or transferee and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in its possession, shall be promptly delivered to such other Party (a) upon any such commencement of a bankruptcy proceeding upon such other Party's written request therefor by such Partytherefore, unless such other the first Party elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of such other the first Party upon written request therefor by such the other Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as Party that is a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the U.S. Bankruptcy Code, the Party hereto which is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property , and all embodiments thereof same, if not already in their possession, shall be promptly be, within ten (10) days of the commencement of such proceeding, delivered to such Party them (ai) upon any such commencement of a bankruptcy proceeding upon their written request therefor by such Partytherefore, unless the Party subject to such other Party proceeding (or a trustee on behalf of the subject Party) elects to continue to perform all of its their obligations under this Agreement or (bii) if not delivered under (ai) above, upon the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor therefore by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, PARTNER or REGENX are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses Licensed Patents and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, of them as a licensee Licensee of such rights under this Agreement, as applicable, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (ai) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (ai) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.

Rights in Bankruptcy. All licenses rights and rights to licenses granted under or pursuant to this Agreement by a Party to other Party are, Newsoara or Genelux are and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Code”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as a licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, and that upon in the event of the commencement of a bankruptcy proceeding by or against the other either Party under the CodeU.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not a party to such Party proceeding shall be entitled to a complete duplicate of, of (or complete access to (to, as such Party deems appropriate), ) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof , which, if not already in the non-subject Party’s possession, shall be promptly delivered to such Party it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor by such Partytherefor, unless the Party subject to such other Party proceeding elects to continue to perform all of its obligations under this Agreement or or, (b) if not delivered under clause (a) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such other Party proceeding upon written request therefor by such the non-subject Party. The foregoing provisions are without prejudice to any rights such Party may have arising under the Code or other applicable law.