Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium 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 defined under Section 101 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The Parties parties agree that each Partythe parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) either party under the United States Bankruptcy Code, the other Party party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Partythe non-subject party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Partythe non-subject party’s written request therefor, unless the Bankrupt Party party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Partynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Unum and Auxilium SGI are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Transcept and Auxilium Purdue 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party. In addition, in the event Transcept is the Bankrupt Party, then neither Transcept nor any assignee shall have a right to participate on the JCC effective as of the date of such bankruptcy.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium the Parties are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Myriad or Maxim are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties parties agree that each Partythe parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against a Party (such Party, the “Bankrupt Party”) either party under the United States U.S. Bankruptcy Code, the other Party shall party hereto that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, whichand same, if not already in such other Party’s their possession, shall will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon such other Party’s their written request therefor, unless the Bankrupt Party party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Partynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS LP and Auxilium OV 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party. The Parties acknowledge and agree that the provisions of this Section 11.9 shall not apply to the extent that (1) the bankruptcy proceeding contemplated hereunder is initiated by the other Party or (2) OV terminates this Agreement pursuant to Section 11.6.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Medarex or Seattle Genetics 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Licensee or Licensor are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Array or AZ 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual propertyproperty commensurate with the scope of the license thereunder, which, if not already in such other the non subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non subject Party’s written request therefor, unless the Bankrupt Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium MAP or ALLERGAN 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 defined under Section 101 91 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS HUTCHMED and Auxilium Company 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy CodeCode or any bankruptcy or insolvency law of any other jurisdiction. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy CodeCode or any bankruptcy or insolvency law of any other jurisdiction, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, ​ unless the Bankrupt bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Xxxxxxxx or Palomar 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 defined under Section 101 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The Parties parties agree that each Partythe parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) either party under the United States Bankruptcy Code, the other Party party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Partythe non-subject party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Partythe non-subject party’s written request therefor, unless the Bankrupt Party party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Party.non-subject party. ARTICLE XI

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Alexza and Auxilium Cypress are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Prosidion and Auxilium Lilly are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights to “intellectual propertyIntellectual Property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party shall hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall will be promptly delivered to it it: (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement Agreement; or (b) if not delivered under clause subsection (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Isis or Sarissa are, and shall 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Millennium or BZL 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS AGIX and Auxilium AstraZeneca are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights to “intellectual property” "Intellectual Property" as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Licensee or Allergan are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Fibrocell or CCP are, and shall will 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non- subject Party’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.. 19. MISCELLANEOUS 19.1

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium either Party are, and shall otherwise be deemed to be, for purposes of Section section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement occurrence of a bankruptcy proceeding by or against Bankruptcy Event in respect of a Party (such Party, the “Bankrupt PartyDebtor”) under the United States U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (it: a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party Debtor elects to continue to perform all of its obligations under this Agreement or (Agreement; or b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party Debtor upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Epirus 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 defined under Section 101 91 of the United States Bankruptcy CodeCode or any applicable foreign equivalent thereof. The Parties agree that each PartyRanbaxy, as licensee of certain such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy CodeCode or any applicable foreign equivalent thereof. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS PGx and Auxilium CRXX 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

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

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Lilly and Auxilium Adolor 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Amgen or NPS are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as Party which is a licensee of certain such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, whichand same, if not already in such other Party’s their possession, shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon such other Party’s their written request therefor, unless the Bankrupt Party subject to such proceeding (or a trustee on behalf of the subject Party) elects to continue to perform all of its their obligations under this Agreement or (bii) if not delivered under clause (a)i) above, following upon the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Myriad or Maxim are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties parties agree that each Partythe parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against a Party (such Party, the “Bankrupt Party”) either party under the United States U.S. Bankruptcy Code, the other Party shall party hereto that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, whichand same, if not already in such other Party’s their possession, shall will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon such other Party’s their written request therefor, unless the Bankrupt Party party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, ***Confidential Treatment Requested following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Partynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Xxxxxxxx or Palomar 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 defined under Section 101 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The Parties parties agree that each Partythe parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) either party under the United States Bankruptcy Code, the other Party party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Partythe non-subject party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Partythe non-subject party’s written request therefor, unless the Bankrupt Party party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Partynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Acorda or Medtronic are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Sanofi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. To the extent available in countries other Partythan the U.S., Applicable Law similar to Section 365(n) of the U.S. Bankruptcy Code shall be applied so as to treat this Agreement as an executory contract.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS ISIS and Auxilium LILLY are, and shall 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 defined under Section 101 of the United States Bankruptcy Code. The Parties parties agree that each Partythxx xxx xxxxxxx, as licensee of certain xx xxxxxxxxx xx such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) party under the United States Bankruptcy Code, the other Party shall party hereto that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s the non-subject party's possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s the non-subject party's written request therefor, unless the Bankrupt Party elects party subject to continue such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Partynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Northwest or Medarex 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Isis or Rosetta are, and shall 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Codecode, the other Party shall hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Licensee or EOS are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Isis or OncoGenex are, and shall 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s 's possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s 's written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Merck or C4T are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code (the “Bankruptcy Code”) or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101 of the United States Bankruptcy CodeCode (or similar provision in the bankruptcy laws of another country or jurisdiction). The Parties agree that each Partythe Parties, in their positions as licensee licensors or licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Partyunder the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.not

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Eidos and Auxilium Bayer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Gxxxxxxx or Palomar 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 defined under Section 101 of the United States Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The Parties parties agree that each Partythe parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) either party under the United States Bankruptcy Code, the other Party party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Partythe non-subject party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Partythe non-subject party’s written request therefor, unless the Bankrupt Party party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party party subject to such proceeding upon written request therefor by the other Partynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Menarini 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS and Auxilium Licensor or Licensee 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 defined under Section 101 of the United States Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of certain such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party (such Party, the “Bankrupt Party”) under the United States Bankruptcy Code, the other Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other the non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other the non-subject Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other non-subject Party. [***] Confidential treatment has been requested with respect to the omitted portions.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by VIVUS Arvinas and Auxilium Pfizer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the United States U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (such Party, the “Bankrupt Party”) under the United States U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party.