Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy Code. The Parties agree that the Company, as licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company under the US Bankruptcy Code, Nestlé will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé and all embodiments of such Intellectual Property, which, if not already in such other Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s written request therefor, unless the Company 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 Company upon written request therefor by Nestlé.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Ambit are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyAstellas, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Ambit under the US U.S. Bankruptcy Code, Nestlé Astellas will be entitled entitled, to the extent necessary to exercise its rights under this Agreement, to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefortherefore, unless the Company Ambit elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Ambit upon written request therefor therefore by NestléAstellas.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Licensor are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Company, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Licensor under the US U.S. Bankruptcy Code, Nestlé Company will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Licensor 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 the Company or on behalf of Licensor upon written request therefor by NestléCompany.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Aridis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyEmergent and its Affiliates, as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Aridis under the US United States Bankruptcy Code, Nestlé will Emergent shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyEmergent’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléEmergent’s written request therefor, unless the Company Aridis 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 the Company or on behalf of Aridis upon written request therefor by NestléEmergent.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Isis to OncoGenex are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyOncoGenex, as a licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Isis under the US United States Bankruptcy Code, Nestlé OncoGenex will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s OncoGenex’ possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s OncoGenex’ written request therefor, unless the Company Isis 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 the Company or on behalf of Isis upon written request therefor by NestléOncoGenex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Licensor are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the Company, as licensee of certain such rights under this Agreement, will retain and may fully exercise exercise, all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Licensor under the US U.S. Bankruptcy Code, Nestlé Company will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Licensor 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 the Company or on behalf of Licensor upon written request therefor by NestléCompany.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to Article 6 of this Agreement by the Company either Party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the Company, as applicable licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party (the Company “Bankrupt Party”) under the US United States Bankruptcy Code, Nestlé the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Bankrupt Party 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 Company Bankrupt Party, upon written request therefor by Nestléthe other Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Enzon are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyMicromet, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its their rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Enzon under the US United States Bankruptcy Code, Nestlé Micromet will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyMicromet’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléMicromet’s written request therefortherefore, unless the Company elects to continue Enzon 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 the Company or on behalf of Enzon upon written request therefor therefore by NestléMicromet.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company CombinatoRx are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanySponsor, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against the Company CombinatoRx under the US U.S. Bankruptcy Code, Nestlé the Sponsor will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s the Sponsor's possession, will be promptly delivered to it the Sponsor (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company CombinatoRx elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of CombinatoRx upon written request therefor by Nestléthe Sponsor.

Rights in Bankruptcy. All rights and licenses granted to either party under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights light to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyCelladon, as licensee of certain such rights under this Agreement, ; will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AmpliPhi under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company AmpliPhi 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 the Company or on behalf of AmpliPhi upon written request therefor by NestléCelladon.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement AGREEMENT by the Company P&G or PALOMAR are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyPARTIES, as licensee licensees of certain such rights under this AgreementAGREEMENT, will shall retain and may fully exercise all of its their rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against the Company either PARTY under the US United States Bankruptcy Code, Nestlé will the PARTY hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Partythe non-subject PARTY’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestléthe non-subject PARTY’s written request therefor, unless the Company 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)) above, following the rejection of this Agreement AGREEMENT by or on behalf of the Company PARTY subject to such proceeding upon written request therefor by Nestléthe non-subject PARTY.

Rights in Bankruptcy. All rights and licenses granted to either party under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyCelladon, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AmpliPhi under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company AmpliPhi 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 the Company or on behalf of AmpliPhi upon written request therefor by NestléCelladon.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company AMAG are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTakeda, as the licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AMAG under the US U.S. Bankruptcy Code, Nestlé will Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTakeda’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTakeda’s written request therefor, unless the Company AMAG 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 Company AMAG upon written request therefor by NestléTakeda.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Affymax are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyCollaborator, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Affymax under the US U.S. Bankruptcy Code, Nestlé will Collaborator shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyCollaborator’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléCollaborator’s written request therefor, unless the Company Affymax 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 Company Affymax upon written request therefor by NestléCollaborator.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company a party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the Companya party, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company licensing party under the US U.S. Bankruptcy Code, Nestlé the licensee will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company licensing party elects to continue 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 Company licensing party upon written request therefor by Nestléthe licensee.

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

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company CombinatoRx are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyFoundation, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against the Company CombinatoRx under the US U.S. Bankruptcy Code, Nestlé the Foundation will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s the Foundation's possession, will be promptly delivered to it the Foundation (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company CombinatoRx elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of CombinatoRx upon written request therefor by Nestléthe Foundation.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Isis to OncoGenex are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyOncoGenex, as a licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Isis under the US United States Bankruptcy Code, Nestlé OncoGenex will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s OncoGenex' possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s OncoGenex' written request therefor, unless the Company Isis 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 the Company or on behalf of Isis upon written request therefor by NestléOncoGenex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company IDT are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Company, as licensee of certain rights under this Agreement, will Graphite shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company IDT under the US U.S. Bankruptcy Code, Nestlé will Graphite shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property intellectual property licensed to Nestlé Graphite and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyGraphite’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléGraphite’s written request therefor, unless the Company IDT 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 Company IDT upon written request therefor by NestléGraphite.

Rights in Bankruptcy. All rights and licenses the license granted under or pursuant to this Agreement by the Company Exelixis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyHelsinn, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Exelixis under the US United States Bankruptcy Code, Nestlé will Helsinn shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyHelsinn’s possession, will shall be promptly delivered to it it: (a) upon any such commencement of a bankruptcy proceeding upon NestléHelsinn’s written request therefor, unless the Company elects to continue Exelixis continues to perform all of its obligations under this Agreement Agreement; or (b) if not delivered under clause (a)Section 9.6(a) above, following the rejection of this Agreement by the Company upon written request therefor by Nestléor on behalf of Exelixis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyParinGenix, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Glycomed under the US U.S. Bankruptcy Code, Nestlé will ParinGenix shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s their written request therefortherefore, unless the Company Glycomed 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 the Company or on behalf of Glycomed upon written request therefor therefore by NestléParinGenix.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Virovek are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyCelladon, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Virovek under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Virovek 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 the Company or on behalf of Virovek upon written request therefor by NestléCelladon.