Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All licenses granted under this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34A) of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals), and same, if not already in their possession, shall be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefore, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore by the non-subject Party.

Rights in Bankruptcy. All licenses The Parties agree and acknowledge that the rights granted under by this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, are licenses of rights to “intellectual property” as such term is defined under Section 101(34A) 101 of the U.S. Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that the Parties, as licensees of such rights under this Agreement, Licensee shall retain and may fully exercise and enjoy all of their rights and elections available to it under the U.S. Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulations. The Parties further agree that, that in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against either Party a licensor of rights to intellectual property under the U.S. Bankruptcy Codethis Agreement, the Party hereto that is not a party to such proceeding Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall be promptly delivered to them (a) Licensee upon Licensee’s written request upon any such commencement of a bankruptcy proceeding upon their written request thereforeproceeding, unless the Party subject such licensor elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following the upon rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore by the non-subject Partylicensor.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee Infinity or Company Intellikine are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Partieseach Party, as licensees a licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under subsection (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or the Company are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. US Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. US Bankruptcy Code. The Parties agree that the PartiesCompany, as licensees licensee of such certain rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party the Company under the U.S. US Bankruptcy Code, the Party hereto that is not a party to such proceeding shall Nestlé will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property Intellectual Property licensed to Nestlé and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)Intellectual Property, and samewhich, if not already in their such other Party’s possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Nestlé’s written request thereforetherefor, unless the Party subject Company elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Company upon written request therefore therefor by the non-subject PartyNestlé.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Ambit are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesAstellas, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Ambit under the U.S. Bankruptcy Code, Astellas will be entitled, to the Party hereto that is not a party extent necessary to such proceeding shall be entitled exercise its rights under this Agreement, to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request therefore, unless the Party subject Ambit elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Ambit upon written request therefore by the non-subject PartyAstellas.

Rights in Bankruptcy. All licenses The Parties agree and acknowledge that the rights granted under by this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, are licenses of rights to “intellectual property” as such term is defined under Section 101(34A) 101 of the U.S. Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that the Parties, as licensees of such rights under this Agreement, Verenium shall retain and may fully exercise and enjoy all of their rights and elections available to it under the U.S. Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulations. The Parties further agree that, that in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against either Party a licensor of rights to intellectual property under the U.S. Bankruptcy Codethis Agreement, the Party hereto that is not a party to such proceeding Verenium shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall be promptly delivered to them (a) Verenium upon Verenium’s written request upon any such commencement of a bankruptcy proceeding upon their written request thereforeproceeding, unless the Party subject such licensor elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following the upon rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore by the non-subject Partylicensor.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company either party to the other party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual Intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that the Partiesparty not subject to bankruptcy proceedings, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party any party under the U.S. Bankruptcy Code, the Party hereto that is not a other party to such proceeding shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall will be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor by the party not subject to bankruptcy proceedings, unless the Party subject other party elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding either party upon written request therefore therefor by the non-subject Partyother party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Sanofi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their the non-subject Party’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their the non-subject Party’s written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Licensor are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesCompany, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Licensor under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding shall Company will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Licensor elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Licensor upon written request therefore therefor by the non-subject PartyCompany.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee APSA or Company Targacept are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their possession, shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the an non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee Medarex or Company Northwest are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. United States Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party under the U.S. United States Bankruptcy Code, the Party hereto that is not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their the non-subject Party's possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their the non-subject Party's written request thereforetherefor, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by CSMC to Licensee or Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode and other similar international laws, licenses of rights to “intellectual property” as defined under in Section 101(34A) 101 of the U.S. Bankruptcy CodeCode or such international laws. The Parties agree CSMC agrees that the PartiesLicensee, as licensees a licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy CodeCode and other similar international laws. The Parties CSMC further agree agrees that, in the event of the commencement of a bankruptcy proceeding by or against either Party CSMC under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their Licensee’s possession, shall be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon their its written request therefore, unless the Party subject CSMC elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding CSMC upon written request therefore by the non-subject PartyLicensee.

Rights in Bankruptcy. All licenses The parties agree and acknowledge that the rights granted by this Agreement, including the rights under this Agreement by Licensee or Company areSections 2.4, 3.1 and shall otherwise be deemed to be3.2, for purposes of Section 365(n) of the U.S. Bankruptcy Code, are licenses of rights to “intellectual property” as such term is defined under Section 101(34A) 101 of the U.S. Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties parties further acknowledge and agree that the Parties, as licensees of such rights each licensee under this Agreement, Agreement shall retain and may fully exercise and enjoy all of their rights and elections available to it under the U.S. Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulations. The Parties parties further agree that, that in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party that has licensed rights to intellectual property to the other party under this Agreement, such proceeding licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall be promptly delivered to them (a) such licensee upon such licensee’s written request upon any such commencement of a bankruptcy proceeding upon their written request thereforeproceeding, unless the Party subject such licensor elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following the upon rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore by the non-subject Partylicensor.

Rights in Bankruptcy. All licenses granted The Parties agree that this License Agreement constitutes an executory contract under this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country in the Territory. The Parties further agree that the PartiesNovartis, as licensees licensee of such rights under this License Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under Section 365 of the U.S. United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Code”), including Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding an Insolvency Event by or against either Party MPAG under the U.S. Bankruptcy CodeCode and any similar laws in any other country in the Territory, the Party hereto that is not a party to such proceeding shall Novartis will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject MPAG elects to such proceeding continues continue to perform all of its obligations under this License Agreement, or (bii) if not delivered or granted under (ai) above, following the rejection of this License Agreement by or on behalf of the Party subject to such proceeding MPAG upon written request therefore therefor by Novartis. All rights, powers and remedies of Novartis provided for in this Section 12.4 are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including under the non-subject PartyCode and any similar laws in any other country in the Territory).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee Xx. Xxxx or Company Targacept are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their possession, shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the an non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Affymax are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesCollaborator, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Affymax under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Collaborator shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Collaborator's possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Collaborator's written request thereforetherefor, unless the Party subject Affymax elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Affymax upon written request therefore therefor by the non-subject PartyCollaborator.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Isis to OncoGenex are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. United States Bankruptcy Code. The Parties agree that the PartiesOncoGenex, as licensees a licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Isis under the U.S. United States Bankruptcy Code, the Party hereto that is not a party to such proceeding shall OncoGenex will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their OncoGenex’ possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their OncoGenex’ written request thereforetherefor, unless the Party subject Isis elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Isis upon written request therefore therefor by the non-subject PartyOncoGenex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Progenitor are, and shall otherwise be deemed to be, for purposes of Section 365(nXxxxxxx 000 (x) of the U.S. xx xxx Xxxxxx Xxxxxx Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. United States Bankruptcy Code. The Parties agree that the Parties, as licensees licensor and licensee of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. United States Bankruptcy Code, the Party hereto that which is not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in the their possession, shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its their obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the any non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Molecular Partners are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, and foreign equivalents thereof (the “Bankruptcy Code”), licenses of rights right to “intellectual property” as defined under Section 101(34A) 61 of the U.S. Bankruptcy Code. The Parties agree that the PartiesAllergan, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Molecular Partners under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Allergan shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their the Allergan’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Allergan’s written request thereforetherefor, unless the Party subject Molecular Partners elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) aboveSection 15.9(a), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Molecular Partners upon written request therefore therefor by the non-subject PartyAllergan.

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesresTORbio, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party Novartis under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall resTORbio will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Novartis elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Novartis upon written request therefore therefor by resTORbio. All rights, powers and remedies of resTORbio provided for in this Section 11.6 are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Aridis are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. United States Bankruptcy Code. The Parties agree that the PartiesEmergent and its Affiliates, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Aridis under the U.S. United States Bankruptcy Code, the Party hereto that is not a party to such proceeding Emergent shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Emergent’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Emergent’s written request thereforetherefor, unless the Party subject Aridis elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Aridis upon written request therefore therefor by the non-subject PartyEmergent.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Affymax are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesTakeda, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Affymax under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Takeda's possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Takeda's written request thereforetherefor, unless the Party subject Affymax elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Affymax upon written request therefore therefor by the non-subject PartyTakeda.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Versartis are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesTeijin, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Versartis under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Teijin shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Teijin’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Teijin’s written request thereforetherefor, unless the Party subject Versartis elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Versartis upon written request therefore therefor by the non-subject PartyTeijin.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Allergan, Ligand and ALRT are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesAllergan, Ligand and ALRT, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Allergan, Ligand or ALRT under the U.S. Bankruptcy Code, the Party hereto that which is not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their possession, shall be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefore, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the upon rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the any non-subject Party.

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesLicensee, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party Company under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall Licensee will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Company elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Company upon written request therefore therefor by Licensee. All rights, powers and remedies of Licensee provided for in this Section 12.4(i) are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company AMAG are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesTakeda, as licensees the licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party AMAG under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Takeda’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Takeda’s written request thereforetherefor, unless the Party subject AMAG elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding AMAG upon written request therefore therefor by the non-subject PartyTakeda.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee Signal or Company Axys are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that which is not a party to such proceeding shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their possession, shall will be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Molecular Partners are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, and foreign equivalents thereof (the “Bankruptcy Code”), licenses of rights right to “intellectual property” as defined under Section 101(34A) 61 of the U.S. Bankruptcy Code. The Parties agree that the PartiesAllergan, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Molecular Partners under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Allergan shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their the Allergan’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Allergan’s written request thereforetherefor, unless the Party subject Molecular Partners elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) aboveSection 16.9(a), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Molecular Partners upon written request therefore therefor by the non-subject PartyAllergan.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Licensor are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as - 62 - licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their the non-subject Party's possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their the non-subject Party's written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Agreement, are, and shall otherwise be deemed to be, for purposes of Section 365(n365 (n) of the U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy CodeCode or other applicable laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Taisho under the U.S. Bankruptcy CodeCode or other applicable laws, Neurocrine shall to the Party hereto that is not a party to such proceeding shall extent legally possible be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Taisho elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered or granted under (ai) above, following upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding Taisho upon written request therefore therefor by the non-subject PartyNeurocrine.

Rights in Bankruptcy. All licenses granted under this Agreement by Licensee or Company and all rights to data, regulatory filings and information, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesXxxxx, as licensees a licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code, subject to the terms of this Agreement. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party MonoSol under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Xxxxx shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their Xxxxx’x possession, shall be promptly delivered to them Xxxxx’x upon Xxxxx’x written request (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforeproceeding, unless the Party subject MonoSol elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore by the non-subject PartyMonoSol.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Guilford and Holdings are, and shall otherwise be deemed to be, for purposes of Section 365(n365 (n) of the U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Guilford or Holdings under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Amgen shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in the their possession, shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its their obligations under this Agreement, Agreement or (bii) if not delivered or granted under (ai) above, following upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject PartyAmgen.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee Medarex, Genmab or Company deCODE are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. United States Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. United States Bankruptcy CodeCode and equivalent provisions under applicable foreign law. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either any Party under the U.S. United States Bankruptcy Code, the Party Parties hereto that is are not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their the non-subject Party's(ies') possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their the non-subject Party's(ies') written request thereforetherefor, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject PartyParty(ies).

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesQED, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party Novartis under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall QED will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Novartis elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Novartis upon written request therefore therefor by QED. All rights, powers and remedies of QED provided for in this Section 11.5 are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesXx Xxxx, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party Xxxx under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall Xx Xxxx will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Xxxx elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under clause (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Xxxx upon written request therefore therefor by Xx Xxxx. All rights, powers and remedies of Xx Xxxx provided for in this Section 13.3(l) are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesBioNova, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party Sutro under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall BioNova will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Sutro elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Sutro upon written request therefore therefor by XxxXxxx. All rights, powers and remedies of BioNova provided for in this Section 14.4(i) are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Notch to Allogene, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34AArticle 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the PartiesAllogene, as licensees a licensee of such rights Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Notch under the U.S. Bankruptcy CodeCode or analogous provisions of applicable Laws outside the United States, the Party hereto that is not a party to such proceeding shall Allogene will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to Allogene and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Allogene’s possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Allogene’s written request thereforetherefor, unless the Party subject Notch elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of in the Party subject to such proceeding bankruptcy proceeding, upon written request therefore therefor by Allogene. The Parties further agree that, upon the non-subject Partyoccurrence of a bankruptcy event, each Party shall have the right to retain and enforce their rights under this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Shionogi and BDSI are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Partieseach Party, as licensees licensee of such certain rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code, the other Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their such other Party’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their such other Party’s written request thereforetherefor, unless the Bankrupt Party subject elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefore therefor by the non-subject other Party.

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesNovartis, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party AVEO under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall Novartis will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject AVEO elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding AVEO upon written request therefore therefor by Novartis. All rights, powers and remedies of Novartis provided for in this Section 2.5 are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Licensor are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that the PartiesParinGenix, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Glycomed under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding ParinGenix shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their written request therefore, unless the Party subject Glycomed elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Glycomed upon written request therefore by the non-subject PartyParinGenix.

Rights in Bankruptcy. All licenses granted under this Agreement by Licensee or Company Xxxxxxx are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34A) of the U.S. Bankruptcy Code. The Parties agree that the PartiesMetabolex, as licensees a licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Xxxxxxx under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Metabolex shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals), and same, if not already in their its possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their its written request therefore, unless the Party subject to such proceeding Xxxxxxx continues to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Xxxxxxx upon written request therefore by the non-subject PartyMetabolex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company are, and LICENSOR to LICENSEE shall otherwise be deemed to bedeemed, for purposes of Section 365(n) of the U.S. Bankruptcy Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(34A101(52) of the U.S. Bankruptcy Code. The Parties parties agree that the PartiesLICENSEE, as licensees a licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party LICENSOR under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding LICENSEE shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (property, including Object Code and Source Code formats and all Information related to such intellectual property and rights Documentation as of reference with respect to Regulatory Approvals), and samethe commencement of a bankruptcy proceeding. Such materials, if not already in their its possession, shall be promptly delivered to them LICENSEE (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor by LICENSEE, unless the Party subject LICENSOR elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under (ai) above, following upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding LICENSOR upon written request therefore therefor by the non-subject PartyLICENSEE.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee RPR or Company Axys are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their possession, shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Cohesion are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that the PartiesZYCOS, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Cohesion under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding ZYCOS shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their ZYCOS's possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their ZYCOS's written request thereforetherefor, unless the Party subject Cohesion elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Cohesion upon written request therefore therefor by the non-subject PartyZYCOS.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, MedImmune as licensees a licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party BioWa under the U.S. Bankruptcy Code, the Party hereto parties agree that is not a party to such proceeding MedImmune shall be entitled to a complete duplicate of (or complete access to, as appropriate) of any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and the extent as MedImmune is licensed and/or has rights of reference with respect to Regulatory Approvals), and samethereto under this Agreement which, if not already in their its possession, shall be promptly delivered to them MedImmune (a) upon any such the commencement of a bankruptcy proceeding upon their MedImmune’s written request thereforetherefor, unless the Party subject BioWa elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (b) if not delivered or granted under (a) abovedelivered, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding BioWa upon written request therefore therefor by the non-subject PartyMedImmune.

Rights in Bankruptcy. All licenses granted under The Parties acknowledge that this Agreement by Licensee or Company are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the U.S. Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The Parties agree further acknowledge that the PartiesJi Xing, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its protections, rights and elections under the U.S. Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party Oyster Point under the U.S. Bankruptcy CodeCode and any similar laws in any other country, the Party hereto that is not a party to such proceeding shall Ji Xing will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and the same, if not already in their its possession, shall will be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party subject Oyster Point elects to such proceeding continues continue to perform all of its obligations under this Agreement, or (bii) if not delivered or granted under clause (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Oyster Point upon written request therefore therefor by Ji Xing. All rights, powers and remedies of Ji Xing provided for in this Section 13.3(m) are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, under the non-subject PartyCode and any similar laws in any other country).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company IDT are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, Graphite shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party IDT under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Graphite shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to Graphite and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Graphite’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Graphite’s written request thereforetherefor, unless the Party subject IDT elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding IDT upon written request therefore therefor by the non-subject PartyGraphite.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company RevMab are, and shall will otherwise be deemed to be, for purposes of Section 365(n365(11) of the U.S. United States Bankruptcy CodeCode or the equivalent thereof outside the United States, licenses of rights right to ““ intellectual property” as defined under Section 101(34A) 91 of the U.S. United States Bankruptcy Code. The Parties agree that the PartiesApollomics, as licensees licensee of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. United States Bankruptcy Code. The Parties Patties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party RevMab under the U.S. United States Bankruptcy Code, the Party hereto that is not a party to such proceeding shall Apollomics will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Apollomics’ possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Apollomics’ written request thereforetherefor, unless the Party subject RevMab elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding RevMab upon written request therefore therefor by the non-subject PartyXxxxxxxxxx.

Rights in Bankruptcy. All rights and licenses granted to either party under or pursuant to this Agreement by Licensee or Company and/or the Manufacturing Agreement are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties parties agree that the PartiesCelladon and TGC, as licensees of such rights under this Agreement, shall will retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party party under the U.S. Bankruptcy Code, the Party hereto that is not a other party to such proceeding shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their its possession, shall will be promptly delivered to them it (ai) upon any such commencement of a bankruptcy proceeding upon their its written request thereforetherefor, unless the Party party subject to such proceeding continues bankruptcy proceedings elects to continue to perform all of its obligations under this Agreement and the Manufacturing Agreement, or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party party subject to such proceeding bankruptcy proceedings upon written request therefore therefor by the non-subject Partyother party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Affymax are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the PartiesCollaborator, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Affymax under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding Collaborator shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Collaborator’s possession, shall be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Collaborator’s written request thereforetherefor, unless the Party subject Affymax elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of the Party subject to such proceeding Affymax upon written request therefore therefor by the non-subject PartyCollaborator.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or Company Notch to Allogene, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(34AArticle 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the PartiesAllogene, as licensees a licensee of such rights Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Notch under the U.S. Bankruptcy CodeCode or analogous provisions of applicable Laws outside the United States, the Party hereto that is not a party to such proceeding shall Allogene will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to Allogene and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and samewhich, if not already in their Allogene’s possession, shall will be promptly delivered to them it (a) upon any such commencement of a bankruptcy proceeding upon their Allogene’s written request thereforetherefor, unless the Party subject Notch elects to such proceeding continues continue to perform all of its obligations under this Agreement, Agreement or (b) if not delivered or granted under clause (a) above), following the rejection of this Agreement by or on behalf of in the Party subject to such proceeding bankruptcy proceeding, upon written request therefore therefor by Xxxxxxxx. The Parties further agree that, upon the non-subject Partyoccurrence of a bankruptcy event, each Party shall have the right to retain and enforce their rights under this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee BMS or Company Arris are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101(34A) 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals)property, and same, if not already in their possession, shall be promptly delivered to them (ai) upon any such commencement of a bankruptcy proceeding upon their written request thereforetherefor, unless the Party subject to such proceeding continues elects to continue to perform all of its obligations under this Agreement, Agreement or (bii) if not delivered or granted under (ai) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore therefor by the an non-subject Party.