Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept and 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 Transcept Unum and Purdue 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. 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 Transcept VIVUS and Purdue 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. 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 Transcept and Purdue 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. 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.ARTICLE XI

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept AGIX and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 bankruptcynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept and Purdue 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 other non-subject Party. In additionTo the extent available in countries other than the U.S., in the event Transcept is the Bankrupt Party, then neither Transcept nor any assignee shall have a right Applicable Law similar to participate on the JCC effective as Section 365(n) of the date of such bankruptcyU.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 Transcept and Purdue 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. 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.not

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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.19. MISCELLANEOUS 19.1

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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 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 bankruptcynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept Alexza and Purdue 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. 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 Transcept Lilly and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept and Purdue 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 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 bankruptcynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept PGx and Purdue 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. 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 Transcept HUTCHMED and Purdue 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. 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 Transcept and Purdue 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. 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 Transcept Prosidion and Purdue 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. 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 Transcept ISIS and Purdue 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 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 bankruptcynon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept Eidos and Purdue 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. 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 Transcept Arvinas and Purdue 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. 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 Transcept VIVUS and Purdue 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. 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 Transcept and Purdue 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. In addition, in [***] Confidential treatment has been requested with respect to 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 bankruptcyomitted portions.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Transcept and Purdue 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. 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.