Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses of rights to “intellectual property” as such term is defined under Section 101 of the 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 Licensee shall retain and may fully exercise and enjoy all rights and elections available to it under the 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 in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property under this Agreement, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to Licensee upon Licensee’s written request upon any such commencement of a bankruptcy proceeding, unless such licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon rejection of this Agreement by or on behalf of such licensor.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, licenses of rights to “intellectual property” as such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “US Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall the Company, as licensee of certain rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the US 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 a licensor of rights to intellectual property the Company under this Agreementthe US Bankruptcy Code, Licensee 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 propertyIntellectual Property, and samewhich, if not already in its such other Party’s possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Nestlé’s written request therefor, unless such licensor the Company elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorthe Company upon written request therefor by Nestlé.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Infinity or Intellikine are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall each Party, as a licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party that is not a licensor of rights party to intellectual property under this Agreement, Licensee shall such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under subsection (ia) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Ambit are, and 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall Astellas, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of Ambit under the U.S. Bankruptcy Code, Astellas will be entitled, to the extent necessary to exercise its rights to intellectual property under this Agreement, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefore, unless such licensor Ambit elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorAmbit upon written request therefore by Astellas.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by AstraZeneca or Targacept are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights right to “intellectual property” as such term is defined under Section 101 of the 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 Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 under the United States Bankruptcy Code, the Party hereto that is not a licensor of rights Party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its the non-subject Party’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon the non-subject Party’s written request therefor, unless the Party subject to such licensor elects to continue proceeding continues to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses of rights to “intellectual property” as such term is defined under Section 101 of the 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 Licensee Verenium shall retain and may fully exercise and enjoy all rights and elections available to it under the 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 in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property under this Agreement, Licensee 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, and same, if not already in its possession, shall be promptly delivered to Licensee Verenium upon LicenseeVerenium’s written request upon any such commencement of a bankruptcy proceeding, unless such licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon rejection of this Agreement by or on behalf of such licensor.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Medarex or Northwest are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “"intellectual property” " as such term is defined under Section 101 of the 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 Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 a licensor of rights Party under the United States Bankruptcy Code, the Party hereto that is not a Party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its the non-subject Party's possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon the non-subject Party's written request therefor, unless the Party subject to such licensor elects to continue proceeding continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by either party to the other party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual Intellectual property” " as such term is defined under Section 101 of the Title 11 of U.S. Bankruptcy Code. The parties agree that the United States Code, 11 U. S. C. §§ 101-1330party not subject to bankruptcy proceedings, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property any party under this Agreementthe U.S. Bankruptcy Code, Licensee shall the other party will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request them (a) upon any such commencement of a bankruptcy proceedingproceeding upon written request therefor by the party not subject to bankruptcy proceedings, unless such licensor the other party elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensoreither party upon written request therefor by the other party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by LICR or KaloBios are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto that is not a licensor of rights Party to intellectual property under this Agreement, Licensee shall such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall will be promptly delivered to Licensee upon Licensee’s written request them (a) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ic) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Licensor are, and 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall Company, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Licensor under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of such licensorLicensor upon written request therefor by Company.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by CSMC to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code and other similar international laws, licenses of rights to “intellectual property” as such term is defined under in Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330U.S. Bankruptcy Code or such international laws. CSMC agrees that Licensee, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee a licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the U.S. Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Codeand other similar international laws. CSMC further agrees that, as well as all other applicable laws and regulations. The Parties further agree that in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property CSMC under this Agreementthe U.S. Bankruptcy Code, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its Licensee’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefore, unless such licensor CSMC elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of such licensorCSMC upon written request therefore by Licensee.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by INS or ViroPharma are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as such term is defined under Section 101 of the 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 Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 a licensor of rights Party under the United States Bankruptcy Code, the Party hereto that is not a party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its the non-subject Party’s possession, shall be promptly delivered to Licensee upon Licensee’s written request upon it (a) following any such commencement of a bankruptcy proceedingproceeding upon the non-subject Party’s written request therefor, unless the Party subject to such licensor elects to continue proceeding continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by APSA or 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto which is not a licensor of rights party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by an non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Takeda, as licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Affymax under this Agreementthe U.S. Bankruptcy Code, Licensee Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its Takeda's possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Takeda's written request therefor, unless such licensor Affymax elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorAffymax upon written request therefor by Takeda.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Novartis or Fluidigm are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights right to “intellectual property” as such term is defined under Section 101 of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330parties, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 United States Bankruptcy Code, the party hereto that is not a licensor of rights party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its the non-subject party’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon the non-subject party’s written request therefor, unless the party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of the party subject to such licensorproceeding upon written request therefor by the non-subject party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Xx. Xxxx or 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto which is not a licensor of rights party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by an non-subject Party.

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall resTORbio, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code including those rights under Code, including, but not limited to, Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property Novartis under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Novartis elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorNovartis upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are licenses by Molecular Partners are, and shall otherwise be deemed to be, for purposes of rights to “intellectual property” as such term is defined under Section 101 365(n) of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended and foreign equivalents thereof (the “Bankruptcy Code”), licenses of right to “intellectual property” as defined under Section 61 of the U.S. Bankruptcy Code. The Parties further acknowledge and agree that Licensee Allergan, as licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the 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 by or against Molecular Partners under the Bankruptcy Code by or against a licensor of rights to intellectual property under this AgreementCode, Licensee 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, and samewhich, if not already in its the Allergan’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Allergan’s written request therefor, unless such licensor Molecular Partners elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (i) aboveSection 15.9(a), upon following the rejection of this Agreement by or on behalf of such licensorMolecular Partners upon written request therefor by Allergan.

Rights in Bankruptcy. The Parties agree and acknowledge that this License Agreement constitutes an executory contract under Section 365 of the rights granted by this Agreement are licenses Code for the license of rights to “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of “intellectual property” for purposes of any similar laws in any other country in 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 Licensee shall retain and may fully exercise and enjoy all rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulationsTerritory. The Parties further agree that Novartis, as licensee of such rights under this License Agreement, will retain and may fully exercise all of its protections, rights and elections under Section 365 of the 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 under the Bankruptcy Code an Insolvency Event by or against a licensor of rights to intellectual property MPAG under this Agreementthe Code and any similar laws in any other country in the Territory, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor MPAG elects to continue to perform all of its obligations under this License Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this License Agreement by or on behalf of such licensorMPAG upon written request 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 Code and any similar laws in any other country in the Territory).

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Isis to OncoGenex are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as such term is defined under Section 101 of the 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 Licensee shall OncoGenex, as a licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 a licensor of rights to intellectual property Isis under this Agreementthe United States Bankruptcy Code, Licensee 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, and samewhich, if not already in its OncoGenex’ possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon OncoGenex’ written request therefor, unless such licensor Isis elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorIsis upon written request therefor by OncoGenex.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Progenitor are, and shall otherwise be deemed to be, for purposes of Xxxxxxx 000 (x) xx xxx Xxxxxx Xxxxxx Bankruptcy Code, licenses of rights to “"intellectual property” " as such term is defined under Section 101 of the 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 Licensee the Parties, as licensor and licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 under the United States Bankruptcy Code, the Party hereto which is not a licensor of rights Party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its the their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its their obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by any non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Aridis are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights right to “intellectual property” as such term is defined under Section 101 of the 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 Licensee Emergent and its Affiliates, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the United States 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 a licensor of rights to intellectual property Aridis under this Agreementthe United States Bankruptcy Code, Licensee 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, and samewhich, if not already in its Emergent’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Emergent’s written request therefor, unless such licensor Aridis elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorAridis upon written request therefor by Emergent.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Collaborator, as licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Affymax under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and samewhich, if not already in its Collaborator's possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Collaborator's written request therefor, unless such licensor Affymax elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorAffymax upon written request therefor by Collaborator.

Rights in Bankruptcy. The Parties parties agree and acknowledge that the rights granted by this Agreement Agreement, including the rights under Sections 2.4, 3.1 and 3.2, are licenses of rights to “intellectual property” as such term is defined under Section 101 of the 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 Licensee each licensee under this Agreement shall retain and may fully exercise and enjoy all rights and elections available to it under the 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 in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of party that has licensed rights to intellectual property to the other party under this Agreement, Licensee such licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to Licensee such licensee upon Licenseesuch licensee’s written request upon any such commencement of a bankruptcy proceeding, unless such licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon rejection of this Agreement by or on behalf of such licensor.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by RPR or 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto which is not a licensor of rights party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Party (such Party, the “Bankrupt Party”) under this Agreementthe U.S. Bankruptcy Code, Licensee the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, and samewhich, if not already in its such other Party’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon such other Party’s written request therefor, unless such licensor the Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorthe Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall Novartis, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code including those rights under Code, including, but not limited to, Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property AVEO under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor AVEO elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorAVEO upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree and acknowledge that the rights All licenses granted by under this Agreement are by 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 such term is defined under Section 101 101(34A) of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Metabolex, as a licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Xxxxxxx under this Agreementthe U.S. Bankruptcy Code, Licensee 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 propertyproperty (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals), and same, if not already in its possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefore, unless such licensor elects to continue Xxxxxxx continues to perform all of its obligations under this Agreement, or (iib) if not delivered or granted under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorXxxxxxx upon written request therefore by Metabolex.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Notch to Allogene, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as such term is defined under Section 101 Article 101(35A) of the 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 Licensee Allogene, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the 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 by or against Notch under the Bankruptcy Code by or against a licensor analogous provisions of rights to intellectual property under this Agreementapplicable Laws outside the United States, Licensee 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, and samewhich, if not already in its Allogene’s possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Allogene’s written request therefor, unless such licensor Notch elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement in the bankruptcy proceeding, upon written request therefor by or on behalf Allogene. The Parties further agree that, upon the occurrence of such licensora bankruptcy event, each Party shall have the right to retain and enforce their rights under this Agreement.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by to either party under or pursuant to this Agreement are and/or the Manufacturing Agreement are, and 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 such term is defined under Section 101 of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330. The parties agree that Celladon and TGC, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall licensees of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property either party under this Agreementthe U.S. Bankruptcy Code, Licensee shall the other party will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless the party subject to such licensor bankruptcy proceedings elects to continue to perform all of its obligations under this Agreement and the Manufacturing Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of the party subject to such licensorbankruptcy proceedings upon written request therefor by the other party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Graphite shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property IDT under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and samewhich, if not already in its Graphite’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Graphite’s written request therefor, unless such licensor IDT elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorIDT upon written request therefor by Graphite.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Teijin, as licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Versartis under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and samewhich, if not already in its Teijin’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Teijin’s written request therefor, unless such licensor Versartis elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorVersartis upon written request therefor by Teijin.

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall Licensee, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code including those rights under Code, including, but not limited to, Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property Company under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Company elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorCompany upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall QED, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code including those rights under Code, including, but not limited to, Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property Novartis under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Novartis elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorNovartis upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall Ji Xing, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code including those rights under Code, including, but not limited to, Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property Oyster Point under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Oyster Point elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under clause (i) above, upon following the rejection of this Agreement by or on behalf of such licensorOyster Point upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Medarex, Genmab or deCODE are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “"intellectual property” " as such term is defined under Section 101 of the 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 Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the United States Bankruptcy Code including those rights and equivalent provisions under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulationsforeign law. The Parties further agree that that, in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against any Party under the United States Bankruptcy Code, the Parties hereto that are not a licensor of rights Party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its the non-subject Party's(ies') possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon the non-subject Party's(ies') written request therefor, unless the Party subject to such licensor elects to continue proceeding continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party(ies).

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee MedImmune as a licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. Bankruptcy Code, as well as all other applicable laws and regulations. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property BioWa under this Agreementthe U.S. Bankruptcy Code, Licensee the parties agree that 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, and sameproperty to the extent as MedImmune is licensed and/or has rights thereto under this Agreement which, if not already in its possession, shall be promptly delivered to Licensee MedImmune (a) upon Licensee’s written request upon any such the commencement of a bankruptcy proceedingproceeding upon MedImmune’s written request therefor, unless such licensor BioWa elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (i) abovedelivered, upon following the rejection of this Agreement by or on behalf of such licensorBioWa upon written request therefor by MedImmune.

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall BioNova, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code including those rights under Code, including, but not limited to, Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property Sutro under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Sutro elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorSutro upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree and acknowledge that the rights All licenses granted by under this Agreement are 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Xxxxx, as a licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. Bankruptcy Code, as well as all other applicable laws and regulationssubject to the terms of this Agreement. The Parties further agree that that, in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property MonoSol under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and same, if not already in its Xxxxx’x possession, shall be promptly delivered to Licensee Xxxxx’x upon Licensee’s Xxxxx’x written request (i) upon any such commencement of a bankruptcy proceeding, unless such licensor MonoSol elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of such licensorMonoSol.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Guilford and Holdings 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property either Guilford or Holdings under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and same, if not already in its the their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its their obligations under this Agreement, Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by Amgen.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Collaborator, as licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Affymax under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and samewhich, if not already in its Collaborator’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Collaborator’s written request therefor, unless such licensor Affymax elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorAffymax upon written request therefor by Collaborator.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are licenses by Molecular Partners are, and shall otherwise be deemed to be, for purposes of rights to “intellectual property” as such term is defined under Section 101 365(n) of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended and foreign equivalents thereof (the “Bankruptcy Code”), licenses of right to “intellectual property” as defined under Section 61 of the U.S. Bankruptcy Code. The Parties further acknowledge and agree that Licensee Allergan, as licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the 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 by or against Molecular Partners under the Bankruptcy Code by or against a licensor of rights to intellectual property under this AgreementCode, Licensee 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, and samewhich, if not already in its the Allergan’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Allergan’s written request therefor, unless such licensor Molecular Partners elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (i) aboveSection 16.9(a), upon following the rejection of this Agreement by or on behalf of such licensorMolecular Partners upon written request therefor by Allergan.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by to either party under or pursuant to this Agreement are are, and 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 such term is defined under Section 101 of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330. The parties agree that Celladon, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property AmpliPhi under this Agreementthe U.S. Bankruptcy Code, Licensee shall Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor AmpliPhi elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of such licensorAmpliPhi upon written request therefor by Celladon.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330. The parties agree that ZYCOS, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property Cohesion under this Agreementthe U.S. Bankruptcy Code, Licensee 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, and samewhich, if not already in its ZYCOS's possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon ZYCOS's written request therefor, unless such licensor Cohesion elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorCohesion upon written request therefor by ZYCOS.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Notch to Allogene, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as such term is defined under Section 101 Article 101(35A) of the 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 Licensee Allogene, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the 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 by or against Notch under the Bankruptcy Code by or against a licensor analogous provisions of rights to intellectual property under this Agreementapplicable Laws outside the United States, Licensee 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, and samewhich, if not already in its Allogene’s possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Allogene’s written request therefor, unless such licensor Notch elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement in the bankruptcy proceeding, upon written request therefor by or on behalf Xxxxxxxx. The Parties further agree that, upon the occurrence of such licensora bankruptcy event, each Party shall have the right to retain and enforce their rights under this Agreement.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are licenses by Allergan, Ligand and ALRT are, and shall otherwise be deemed to be, for purposes of rights to “intellectual property” as such term is defined under Section 101 of the 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 Licensee shall retain and may fully exercise and enjoy all rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as well defined under Section 101 of the Bankruptcy Code. The Parties agree that Allergan, Ligand and ALRT, as licensees of such rights under this Agreement, shall retain and may fully exercise all other applicable laws of their rights and regulationselections under the Bankruptcy Code. The Parties further agree that that, in the event of the commencement of a bankruptcy proceeding by or against Allergan, Ligand or ALRT under the Bankruptcy Code by or against Code, the Party hereto which is not a licensor of rights Party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (a) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefore, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, upon rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by any non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Signal or Axys are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto which is not a licensor of rights party to intellectual property under this Agreement, Licensee shall such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall will be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by to either party under or pursuant to this Agreement are are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights light to “intellectual property” as such term is defined under Section 101 of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330. The parties agree that Celladon, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall licensee of such rights under this Agreement; will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property AmpliPhi under this Agreementthe U.S. Bankruptcy Code, Licensee shall Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor AmpliPhi elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of such licensorAmpliPhi upon written request therefor by Celladon.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that licenses granted under or pursuant to this Agreement, are, and shall otherwise be deemed to be, for purposes of Section 365 (n) of the rights granted by this Agreement are U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties as licensees of such rights under this 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 or other applicable laws and regulationslaws. The Parties further agree that that, in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights Taisho under the U.S. Bankruptcy Code or other applicable laws, Neurocrine shall to intellectual property under this Agreement, Licensee shall the 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, and same, if not already in its possession, shall be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Taisho elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of such licensorTaisho upon written request therefor by Neurocrine.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by CombinatoRx are, and 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 such term is defined under Section 101 of the Title 11 of U.S. Bankruptcy Code. The parties agree that the United States Code, 11 U. S. C. §§ 101-1330Foundation, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 proceeding-by or against a licensor of rights to intellectual property CombinatoRx under this Agreementthe U.S. Bankruptcy Code, Licensee shall the Foundation will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its the Foundation's possession, shall will be promptly delivered to Licensee upon Licensee’s written request the Foundation (a) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor CombinatoRx elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of such licensorCombinatoRx upon written request therefor by the Foundation.

Rights in Bankruptcy. The Parties agree and acknowledge that the rights granted by this Agreement are licenses constitutes an executory contract under Section 365 of rights to the Code for the license of “intellectual property” as such term is defined under Section 101 of the Title 11 Code and constitutes a license of the United States Code, 11 U. S. C. §§ 101-1330, as now “intellectual property” for purposes of any similar laws in effect or hereafter amended (the “Bankruptcy Code”)any other country. The Parties further acknowledge and agree that Licensee shall Xx Xxxx, as licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its protections, rights and elections available to it under the Bankruptcy Code Code, including those rights under Section 365(n) of the Bankruptcy Code, as well as all and any similar laws in any other applicable laws and regulationscountry. The Parties further agree that in In the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against a licensor of rights to intellectual property Xxxx under this Agreementthe Code and any similar laws in any other country, Licensee 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, and the same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor Xxxx elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under clause (i) above, upon following the rejection of this Agreement by or on behalf of such licensorXxxx upon written request 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 Code and any similar laws in any other country).

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are and/or the Manufacturing Agreement are, and 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 such term is defined under Section 101 of the Title 11 of the United States U.S. Bankruptcy Code, 11 U. S. C. §§ 101-1330. The parties agree that either party, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee shall licensee of such rights under this Agreement, will retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property TGC under this Agreementthe U.S. Bankruptcy Code, Licensee shall Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall will be promptly delivered to Licensee upon Licensee’s written request it (i) upon any such commencement of a bankruptcy proceedingproceeding upon its written request therefor, unless such licensor TGC elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of such licensor.TGC upon written request therefor by Celladon. *CONFIDENTIAL TREATMENT REQUESTED. 29

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by BMS or 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto which is not a licensor of rights party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its their possession, shall be promptly delivered to Licensee upon Licensee’s written request them (i) upon any such commencement of a bankruptcy proceedingproceeding upon their written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under (i) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by an non-subject Party.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee Takeda, as the licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 a licensor of rights to intellectual property AMAG under this Agreementthe U.S. Bankruptcy Code, Licensee Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its Takeda’s possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon Takeda’s written request therefor, unless such licensor AMAG elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), upon following the rejection of this Agreement by or on behalf of such licensorAMAG upon written request therefor by Takeda.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by LICENSOR to LICENSEE shall be deemed, 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 such term is defined under Section 101 101(52) of the Title 11 of the United States Bankruptcy Code, 11 U. S. C. §§ 101-1330. The parties agree that LICENSEE, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that Licensee a licensee of such rights under this Agreement, shall retain and may fully exercise and enjoy all of its rights and elections available to it under the 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 by or against LICENSOR under the Bankruptcy Code by or against a licensor of rights to intellectual property under this AgreementCode, Licensee 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 Object Code and sameSource Code formats and all Documentation as of the commencement of a bankruptcy proceeding. Such materials, if not already in its possession, shall be promptly delivered to Licensee upon Licensee’s written request LICENSEE (i) upon any such commencement of a bankruptcy proceedingproceeding upon written request therefor by LICENSEE, unless such licensor LICENSOR elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of such licensorLICENSOR upon written request therefor by LICENSEE.

Rights in Bankruptcy. The Parties agree All rights and acknowledge that the rights licenses granted by under or pursuant to this Agreement are by Licensee or 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 such term is defined under Section 101 of the Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “U.S. Bankruptcy Code”). The Parties further acknowledge and agree that Licensee the Parties, as - 62 - licensees of such rights under this Agreement, shall retain and may fully exercise and enjoy all of their rights and elections available to it under the Bankruptcy Code including those rights under Section 365(n) of the U.S. 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 under the U.S. Bankruptcy Code, the Party hereto that is not a licensor of rights Party to intellectual property under this Agreement, Licensee such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and samewhich, if not already in its the non-subject Party's possession, shall be promptly delivered to Licensee upon Licensee’s written request it (a) upon any such commencement of a bankruptcy proceedingproceeding upon the non-subject Party's written request therefor, unless the Party subject to such licensor proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such licensorproceeding upon written request therefor by the non-subject Party.