Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this Agreement, including Section 2.1 of this Agreement, are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement, whether any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Appears in 2 contracts
Samples: License and Co Development Agreement (Genzyme Corp), License and Co Development Agreement (Isis Pharmaceuticals Inc)
Rights in Bankruptcy. All Rivian agrees, on behalf of itself and its Affiliates, that Amazon will retain and may fully exercise all rights and licenses now or hereafter granted under or pursuant to this Agreementthe Agreement in all circumstances, including in any future bankruptcy or insolvency proceeding involving Rivian or any of its Affiliates, whether as licensees of intellectual property in a case where Rivian is a debtor under the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) or similar laws of other countries, applicable non-bankruptcy Laws, or otherwise. Without limiting the foregoing, if there is a bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code or similar laws of other countries where Rivian is a debtor (including in any proceeding where a trustee is appointed), Rivian acknowledges and agrees, on behalf of itself and its Affiliates, that: if a court of competent jurisdiction approves the rejection of the Agreement under Section 2.1 365 of this the Bankruptcy Code or similar Laws of other countries, (a) such rejection will not result in termination of any of Amazon’s rights and licenses under the Agreement, are ; (b) the rights and licenses granted to Amazon under the Agreement will be treated as licenses of “intellectual property” (as defined in for purposes of Section 101(35A365(n) of Title 11 the Bankruptcy Code or similar Laws of other countries and, accordingly, Amazon will retain and may fully exercise all of its rights and elections under the United States Code, as amended (such Title 11, Bankruptcy Code or similar Laws of other countries with respect to the “Bankruptcy Code”)). Isis hereby grants rights and licenses granted to Genzyme Amazon under the Agreement; and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples without limiting the foregoing, in the event Amazon elects to retain its rights and licenses under the Agreement, upon written request of ProductAmazon to Rivian or any trustee appointed in the proceeding, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the U.S. Bankruptcy Code or similar Laws of other countries, Rivian or such bankruptcy trustee (i) shall provide Amazon with any materials that are the subject of the rights and licenses granted to Amazon described in the Agreement (or any agreement supplementary to the Agreement), and any intellectual property otherwise required to be provided to Amazon under the Agreement that is held by Rivian or such trustee (including any embodiment thereof); and (kii) all other embodiments shall not interfere with the rights of such Amazon provided in the Agreement to the materials and intellectual property, property that are the subject of the rights and licenses described in each case, solely in connection with Genzyme’s rights under this the Agreement, whether including any right to obtain such materials from any other entity. Neither Rivian nor any of the foregoing are in Isis’ possession or control or in the possession its Affiliates may (and control Rivian, on behalf of Third Parties. Isis agrees not to interfere with Genzyme’s itself and its Affiliates’ exercise , hereby irrevocably waives any right to) object to or challenge any assertion of rights and licenses to intellectual property licensed hereunder and embodiments thereof reliance on the matters described in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments Section 16.5 by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the CommissionAmazon.
Appears in 1 contract
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by MAP, including under Articles 9 and 10, are, and shall otherwise be deemed to be, for purposes of Section 2.1 365(n) of this Agreementthe U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, are rights licenses of right to “intellectual property” (as defined in under Section 101(35A) 101 of Title 11 the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code(“IP”). The Parties agree that AstraZeneca, as amended licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for IP. MAP (such Title 11in any capacity, the “Bankruptcy Code”)). Isis including debtor-in-possession) and its successors and assigns (including any trustee) hereby grants to Genzyme AstraZeneca and all its Affiliates of Genzyme a right of access and to obtain possession of and to benefit from a complete duplicate of (aor complete access to, as appropriate) copies any IP and all Embodiments of research dataIntellectual Property held by MAP or such successors and assigns, (b) laboratory samplesor otherwise available to them, (c) samples which, if not already in AstraZeneca’s possession, shall be promptly delivered to AstraZeneca upon AstraZeneca’s written request therefor. The term “Embodiments of ProductIntellectual Property” includes all tangible, (d) formulaselectronic or other embodiments of rights and licenses hereunder, (e) laboratory notes including all Licensed Products, all Regulatory Documentation and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference therein, and all Information related to Products, Formulations, Licensed Patents, Licensed Know-How, or Intellectual Property Rights. MAP (in respect of regulatory filings any capacity, including debtor-in-possession) and approvals, its successors and assigns (iincluding any trustee) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement, whether any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees shall not to interfere with Genzyme’s and the exercise by AstraZeneca or its Affiliates’ exercise Affiliates of rights and licenses to intellectual property IP and Embodiments of Intellectual Property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme AstraZeneca and its Affiliates of AstraZeneca to obtain such intellectual property the IP and embodiments thereof Embodiments of Intellectual Property in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme AstraZeneca or its Affiliates of AstraZeneca to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge Whenever MAP (in any capacity, including debtor-in-possession) and agree that all payments by Genzyme its successors and assigns (including any trustee) provides to Isis under AstraZeneca, pursuant to this Section 19.9.1, any of the IP or any Embodiments of Intellectual Property licensed hereunder in accordance with this Agreement, other than AstraZeneca shall have the commercial milestones payable pursuant right to Section 8.2.2 perform the obligations of MAP hereunder with respect to such IP and Embodiments of Intellectual Property, but neither such provision nor such performance by AstraZeneca shall release MAP (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) from liability resulting from any rejection of the sharing of Net Profits pursuant license or the failure to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commissionperform such obligations.
Appears in 1 contract
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by Arrowhead are, including Section 2.1 and shall otherwise be deemed to be, for purposes of this Agreement, are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the Bankruptcy Code. The Parties agree that Amgen, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code including without limitation Amgen's right to retain all licenses to Arrowhead Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead's assets under Section 363 of the Bankruptcy Code shall be subject to Amgen’s rights under Section 365(n), that Amgen cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser "free and clear" of Amgen's license rights without the consent of Amgen. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Arrowhead under the Bankruptcy Code, Amgen shall be entitled to a complete duplicate of (kor complete access to, as appropriate) any such intellectual property and all other embodiments of such intellectual property, and the same, if not already in each caseits possession, solely in connection with Genzyme’s rights shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Arrowhead elects to continue to perform all of its obligations under this Agreement, whether any or (ii) if not delivered under (i) above, following the rejection of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession by or control on behalf of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this AgreementArrowhead upon written request therefor by Amgen. (The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing "embodiments" of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” intellectual property within the meaning of Section 365(n) include without limitation laboratory notebooks, RNAi Molecules, inventory, research studies, data, and regulatory approvals). Additionally, if (a) a case under the Bankruptcy Code §is commenced by or against Arrowhead, (b) this Agreement is rejected as provided in the Bankruptcy Code, and (c) Amgen elects to retain its rights hereunder as provided in Section 365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.)
Appears in 1 contract
Samples: Collaboration and License Agreement (Arrowhead Pharmaceuticals, Inc.)
Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Oncoheroes to Notable are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws. In the event of an Insolvency Event of Oncoheroes, Oxxxxxxxxx agrees that all rights and licenses now or hereafter granted to Notable under or pursuant to this Agreement, including Section 2.1 Agreement will remain valid. Notable shall retain and may fully exercise all of this Agreement, are its rights to “intellectual property” (as defined in Section 101(35A) and elections under the U.S. Bankruptcy Code or comparable provision of Title 11 applicable bankruptcy or insolvency laws. In the event of the United States Codecommencement of a bankruptcy proceeding by or against Oncoheroes under the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws, Notable will be entitled to a complete duplicate of (or complete access to, as amended (appropriate) any such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme intellectual property and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, and same, if not already in each its possession, will be promptly delivered to Notable (a) upon any such commencement of a bankruptcy or insolvency proceeding upon its written request therefor, unless Oncoheroes elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of Oncoheroes upon written request therefor. In either case, solely in connection (a) and (b), Oncoheroes and its successors and assigns (including a trustee) will:
(a) afford Notable the right to perform Oncoheroes’ obligations hereunder, provided that such performance by Notable will not release Oncoheroes from liability resulting from rejection of the license or the failure to perform such obligations; and
(b) not interfere with GenzymeNotable’s rights under this Agreement, whether or any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not agreement supplemental hereto, to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to such intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates rights (including such embodiments), including any right to obtain such intellectual property and embodiments thereof in the possession rights (or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreementembodiments) from another entity. The Parties hereto further acknowledge and agree that all payments by Genzyme required to Isis be made under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not 7.4.1 herein constitute “royalties” within the meaning of Section 365(n) of the Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Appears in 1 contract
Samples: Exclusive License Agreement (Vascular Biogenics Ltd.)
Rights in Bankruptcy. All rights and (a) The licenses now or hereafter granted under or pursuant in this Agreement shall be deemed to this Agreementbe, including for purposes of Section 2.1 of this Agreement, are rights to “intellectual property” (as defined in Section 101(35A365(n) of Title 11 of the United States Code, as amended Bankruptcy Code and all applicable foreign equivalents (such Title 11collectively, the “Bankruptcy Code”)), a license of rights to “intellectual property” as defined in the Bankruptcy Code. Isis hereby grants Upon the occurrence of any Insolvency Event with respect to Genzyme the Company, each licensee under this Agreement shall retain and may fully exercise all Affiliates of Genzyme a right of access its rights and to obtain possession of elections under the Bankruptcy Code. In connection therewith, the Parties agree and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, acknowledge that (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all payments by the Distributor hereunder do not constitute royalties within the meaning of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement, whether any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder; and (ii) “embodiments” of intellectual property within the meaning of Section 365(n) of the Bankruptcy Code include laboratory notebooks, research studies and data, and Regulatory Approvals. [**] = Portions The Company shall, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property.
(b) If (i) a case under the Bankruptcy Code is commenced by or against the Company, (ii) this Agreement is rejected as provided in the Bankruptcy Code, and (iii) the Distributor elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then the Company (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to the Distributor all such intellectual property (including all embodiments thereof) held by the Company and such successors and assigns, or otherwise available to them, promptly upon the Distributor’s written request solely for the purpose of performing the Company’s obligations hereunder. Whenever the Company or any of its successors or assigns provides to the Distributor any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 6.3(b), the Distributor shall have the right to perform the Company’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by the Distributor shall release the Company from liability resulting from rejection of this exhibit Agreement or the failure to perform such obligations. The rights to intellectual property under this Section 6.3(b) shall be exclusive unless the Distributor Rights have been omitted rendered non-exclusive pursuant to Section 3.8.
(c) All rights, powers and remedies of the Distributor provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the event of the commencement of a confidential treatment requestcase under the Bankruptcy Code with respect to the Company. An unredacted version The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n):
(i) the right of access to any intellectual property (including all embodiments thereof) of the Company, or the right of the Company to intellectual property of any Third Party with whom the Company contracts to perform an obligation of the Company under this exhibit has been filed separately Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, import or export of the Product; and
(ii) the right to contract directly with any Third Party to complete the Commissioncontracted work.
Appears in 1 contract
Samples: Exclusive Distribution Agreement (Rockwell Medical, Inc.)
Rights in Bankruptcy. The Parties intend to take advantage of the protections of Section 365(n) (or any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by Applicable Law. All rights and licenses now or hereafter granted to Gilead under or pursuant to this Agreement, including Section 2.1 but only to the extent they constitute licenses of this Agreement, are rights a right to “intellectual property” (as defined in Section 101(35A) 101 of Title 11 of the United States Code, as amended U.S. Code (such Title 11, the “U.S. Bankruptcy Code”)), shall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. Isis hereby grants All royalties and milestone payments under this Agreement will be deemed “royalties” for purposes of Section 365(n) of the U.S. Bankruptcy Code. For the avoidance of doubt, each Party shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction.
13.4.1. Xxxxx will, during the Term, create and maintain current and updated copies or, if not amenable to Genzyme copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed to Gilead under this Agreement. Each Party acknowledges and all Affiliates agrees that “embodiments” of Genzyme a right intellectual property within the meaning of access and to obtain possession of and to benefit from Section 365(n) include (a) copies of research data, ; (b) laboratory samples, ; (c) product samples of Product, and inventory; (d) formulas, ; (e) laboratory notes and notebooks, ; (f) data and results related to clinical trials, ; (g) regulatory filings and approvals, Regulatory Documentation (including Regulatory Approvals); (h) rights of reference in respect of regulatory filings and approvals, Regulatory Documentation (including Regulatory Approvals); (i) pre-clinical research data and results, ; (j) tangible Information (including Licensed Know-How and Joint Know-How); and (k) marketing, advertising and promotional materialsmaterials that relate to such intellectual property. In the event of a proceeding commenced by or against Xilio pursuant to the U.S. Bankruptcy Code, Gilead shall be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property (including all embodiments of such intellectual property), which, if not already in Gilead’s possession, shall be promptly delivered to it upon Gilead’s written request (x) upon commencement of a bankruptcy proceeding, unless Xxxxx continues to perform all of which constitute “embodiments” its obligations under this Agreement, or (y) if not delivered pursuant to clause (x) above because Xxxxx continues to perform, upon the rejection of this Agreement by or on behalf of Xxxxx. Unless and until Xxxxx rejects this Agreement, each Party shall perform all of its obligations under this Agreement, and Xxxxx shall not interfere with the rights of Gilead to intellectual property pursuant as set forth in this Section 13.4, including the right to obtain the intellectual property from another entity.
13.4.2. The Parties intend and agree that any sale of Xxxxx’s assets under Section 363 of the U.S. Bankruptcy Code shall be subject to Gilead’s rights under Section 365(n) of the U.S. Bankruptcy Code.
13.4.3. All rights, powers and remedies Gilead provided in this Section 13.4 are not in substitution for any other rights, powers and remedies now or hereafter existing at law or in equity (including the U.S. Bankruptcy Code). The Parties intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under U.S. Bankruptcy Code and Section 365(n):
(ka) the right of access to any intellectual property rights (including all other embodiments thereof) of such intellectual propertyXilio, in each case, solely in connection or any Third Party with Genzyme’s rights whom Xxxxx contracts to perform an obligation of Xilio under this Agreement, whether any of the foregoing are in Isis’ possession or control or and, in the possession and control case of any such Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ Party, that is necessary or reasonably useful for the Exploitation of any IL-12 Molecules or IL-12 Products or the exercise of any other rights and licenses granted to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis Gilead under this Agreement, other than ;
(b) the commercial milestones payable pursuant right to Section 8.2.2 and contract directly with any Third Party to complete the sharing of Net Profits pursuant contracted work; and
(c) the right to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to cure any default under any such agreement with a confidential treatment request. An unredacted version of this exhibit has been filed separately with the CommissionThird Party.
Appears in 1 contract
Rights in Bankruptcy. All rights 21.1 Amyris acknowledges and licenses now agrees that this Sublease is a lease of real property as contemplated by Bankruptcy Code Section 365(h). Upon the filing of a case by or hereafter granted against Amyris under or pursuant the Bankruptcy Code, Amyris shall continue to perform all of its obligations under this AgreementSublease, including Section 2.1 of this Agreementwithout limitation, are rights to “intellectual property” by providing TOTAL with use and access (as defined in Section 101(35Aincluding, without limitation, access codes and keys) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research dataOCT Facilities, and (b) laboratory samplesFurniture and Equipment, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related subject to clinical trials, (g) regulatory filings and approvals, (h) the rights of reference in respect Lienholders, consistent with the provisions of regulatory filings and approvalsthis Sublease, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual propertyand, in each case, solely without the need for any further request from TOTAL, or notice and hearing. To the extent Amyris rejects this Agreement under the Bankruptcy Code and TOTAL elects to retain its rights, (x) TOTAL shall have the full rights provided to it under Bankruptcy Code Section 365(h)(1)(A)(ii), (y) the value of any damage caused by such rejection shall include, in connection addition to those caused by the non-performance hereunder, the value of any damages resulting from Amyris’s rejection of the Services Agreement in such bankruptcy (including any loss to use of the Furniture and Equipment), should such agreement also be rejected, given the parties’ agreement that the services thereunder relate to Amyris’s obligations hereunder, and (z) TOTAL shall have full and complete use of and access to the OCT Facilities and the right to use the Furniture and Equipment that is then located in the OCT Facilities, without any requirement of Amyris, OCT Manager or OCT Personnel permission, cooperation or supervision (with GenzymeTOTAL hereby acknowledging that some or all of the Furniture and Equipment listed on Exhibit C may not then be located in the OCT Facilities, by reason of the foreclosure of liens that Amyris is permitted to grant on the Furniture and Equipment). TOTAL will indemnify, defend and hold harmless Amyris from any Losses arising from TOTAL’s use of the OCT Facilities, or any Furniture and Equipment during the Sublease Term, pursuant to subsection (z) above. The foregoing indemnity will survive the expiration or earlier termination of the Sublease Term.
21.2 Upon the filing of a case by or against Amyris under the Bankruptcy Code, TOTAL is entitled to relief from the automatic stay imposed by Bankruptcy Code Section 362, or otherwise, to allow TOTAL to exercise its rights and remedies under this AgreementSublease, whether and as otherwise provided by law. Amyris unconditionally and irrevocably waives the benefit of such automatic stay and shall not, in any of manner, oppose or otherwise delay any motion filed by TOTAL for relief from the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commissionautomatic stay.
Appears in 1 contract
Samples: Sublease (Amyris, Inc.)
Rights in Bankruptcy. 15.10.1. All rights and licenses now or hereafter granted by one Party to the other Party under or pursuant to this Agreement, including including, for the avoidance of doubt, the licenses granted to Ionis pursuant to Section 2.1 3.1 (License Grant to Ionis), are, for all purposes of this AgreementSection 365(n) of the U.S. Bankruptcy Code, are licenses of rights to “intellectual property” (as defined in Section 101(35A) the U.S. Bankruptcy Code. Upon the occurrence of Title 11 any Insolvency Event with respect to a Party granting a license (the “Licensing Party”), the Licensing Party agrees that the other Party (the “Licensee”), as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. Without limiting the generality of the United States Code, as amended (such Title 11foregoing, the Parties intend and agree that any sale of a Licensing Party’s assets under Section 363 of the U.S. Bankruptcy Code will be subject to Ionis’ rights under Section 365(n), that the Licensee cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “Bankruptcy Code”))free and clear” of the Licensee’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of the Licensee. Isis hereby grants The Licensing Party will, during the Term, create and maintain current copies or, if not amenable to Genzyme copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed under this Agreement. Each Party acknowledges and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute agrees that “embodiments” of intellectual property pursuant within the meaning of Section 365(n) include laboratory notes and notebooks, cell lines, laboratory samples, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, marketing advertising and promotional materials, the Licensed Technology, and all information related to the Licensed Technology. If (a) a case under the U.S. Bankruptcy Code is commenced by or against a Licensing Party, (b) this Agreement is rejected as provided in the U.S. Bankruptcy Code, and (c) the Licensee elects to retain its rights hereunder as provided in Section 365(n) of the U.S. Bankruptcy Code Code, the Licensing Party (in any capacity, including debtor-in-possession) and its successors and assigns (kincluding a trustee) will:
64 (a) provide the Licensee with all other such intellectual property (including all embodiments thereof) held by the Licensing Party and such successors and assigns, or otherwise available to them, immediately upon Xxxxx’ written request. Whenever the Licensee or any of its successors or assigns provides to Ionis any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 15.10.1, the Licensee will have the right to perform the Licensing Party’s obligations hereunder with respect to such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement, whether any but neither such provision nor such performance by the Licensee will release the Licensing Party from liability resulting from rejection of the foregoing are in Isis’ possession license or control or in the possession and control of Third Parties. Isis agrees not failure to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain perform such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.obligations; and
Appears in 1 contract
Samples: Collaboration and License Agreement (Ionis Pharmaceuticals Inc)
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementSections 3.1, including Section 2.1 3.2, 3.3 and 3.4 of this Agreement, Agreement are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended Code (such Title 11, the “Bankruptcy Code”)). Isis Each party hereby grants to Genzyme other party and all Affiliates of Genzyme such other party a right of access and to obtain possession of of, and to benefit from copies of, (a) copies of research data, data and results and (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materialstangible Technology, all of which ((a) and (b)) constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code Code, and (kc) all other embodiments of such intellectual property, in each case, solely in connection with Genzymethe other party’s rights under this Agreement, whether any of the foregoing are in Isis’ the granting party’s possession or control or in the possession and control of Third Parties. Isis Each party agrees not to interfere with Genzymethe other party’s and its the other party’s Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts reasonable efforts to assist Genzyme such other party and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its such other party and Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto parties acknowledge and agree that all payments by Genzyme to Isis payable under this Agreement, other than (i) the commercial milestones Royalty payable pursuant to Section 8.2.2 and by Genzyme in connection with the sharing sublicensing of Net Profits pursuant to Section 8.5.2Retained Patent Rights or (ii) any Genzyme Third Party Payment payable by Genzyme, do not constitute “royalties” within the meaning of Bankruptcy Code §Section 365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Appears in 1 contract
Samples: Collaboration, License and Purchase Agreement (Exact Sciences Corp)
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by Arrowhead are, including and shall otherwise be deemed to be, for purposes of Section 2.1 365(n) of this Agreementthe Bankruptcy Code, are licenses of rights to “intellectual property” (as defined in under Section 101(35A) of Title 11 101 of the United States Bankruptcy Code. The Parties agree that Horizon, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code including without limitation Horizon’s right to retain all licenses to Arrowhead Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead’s assets under Section 363 of the Bankruptcy Code shall be subject to Horizon’s rights under Section 365(n), that Horizon cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser “free and clear” of Horizon’s license rights without the consent of Horizon. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Arrowhead under the Bankruptcy Code, Horizon shall be entitled to a complete duplicate of (or complete access to, as amended (appropriate) any such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme intellectual property and all Affiliates embodiments of Genzyme a right of access such intellectual property, and the same, if not already in its possession, shall be promptly delivered to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, them (i) pre-clinical research data and resultsupon any such commencement of a bankruptcy proceeding upon its written request therefor, (j) marketing, advertising and promotional materials, unless Arrowhead elects to continue to perform all of which constitute its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Arrowhead upon written request therefor by Horizon. (The Parties acknowledge and agree that “embodiments” of intellectual property pursuant within the meaning of Section 365(n) include without limitation laboratory notebooks, RNAi Molecules, inventory, research studies, data, and regulatory approvals). Additionally, if (a) a case under the Bankruptcy Code is commenced by or against Arrowhead, (b) this Agreement is rejected as provided in the Bankruptcy Code, and (c) Horizon elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code Code, Arrowhead (in any capacity, including debtor-in-possession) and its successors and assigns (kincluding a trustee) all other embodiments of such intellectual property, in each case, solely in connection shall not interfere with GenzymeHorizon’s rights under this AgreementAgreement to Arrowhead Licensed Technology (including such embodiments), whether including any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates right to obtain such intellectual property Arrowhead Licensed Technology (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. All rights, powers and embodiments thereof remedies of Horizon provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the possession or control event of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates the commencement of a case under the Bankruptcy Code with respect to exercise such rights and licenses in accordance with this AgreementArrowhead. The Parties hereto acknowledge and agree that all payments they intend the following rights to extend to the maximum extent permitted by Genzyme law, and to Isis be enforceable under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) of the Bankruptcy Code: (I) the right of access to any Arrowhead Licensed Technology (including all embodiments thereof) of Arrowhead, or relate any Third Party with whom Arrowhead contracts to licenses perform an obligation of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.Arrowhead under
Appears in 1 contract
Samples: Collaboration and License Agreement (Arrowhead Pharmaceuticals, Inc.)
Rights in Bankruptcy. 15.10.1. All rights and licenses now or hereafter granted by one Party to the other Party under or pursuant to this Agreement, including including, for the avoidance of doubt, the licenses granted to Ionis pursuant to Section 2.1 3.1 (License Grant to Ionis), are, for all purposes of this AgreementSection 365(n) of the U.S. Bankruptcy Code, are licenses of rights to “intellectual property” (as defined in Section 101(35A) the U.S. Bankruptcy Code. Upon the occurrence of Title 11 any Insolvency Event with respect to a Party granting a license (the “Licensing Party”), the Licensing Party agrees that the other Party (the “Licensee”), as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. Without limiting the generality of the United States Code, as amended (such Title 11foregoing, the Parties intend and agree that any sale of a Licensing Party’s assets under Section 363 of the U.S. Bankruptcy Code will be subject to Ionis’ rights under Section 365(n), that the Licensee cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “Bankruptcy Code”))free and clear” of the Licensee’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of the Licensee. Isis hereby grants The Licensing Party will, during the Term, create and maintain current copies or, if not amenable to Genzyme copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed under this Agreement. Each Party acknowledges and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute agrees that “embodiments” of intellectual property pursuant within the meaning of Section 365(n) include laboratory notes and notebooks, cell lines, laboratory samples, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, marketing advertising and promotional materials, the Licensed Technology, and all information related to the Licensed Technology. If (a) a case under the U.S. Bankruptcy Code is commenced by or against a Licensing Party, (b) this Agreement is rejected as provided in the U.S. Bankruptcy Code, and (c) the Licensee elects to retain its rights hereunder as provided in Section 365(n) of the U.S. Bankruptcy Code Code, the Licensing Party (in any capacity, including debtor-in-possession) and its successors and assigns (kincluding a trustee) will:
(a) provide the Licensee with all other such intellectual property (including all embodiments thereof) held by the Licensing Party and such successors and assigns, or otherwise available to them, immediately upon Xxxxx’ written request. Whenever the Licensee or any of its successors or assigns provides to Ionis any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 15.10.1, the Licensee will have the right to perform the Licensing Party’s obligations hereunder with respect to such intellectual property, in each case, solely in connection but neither such provision nor such performance by the Licensee will release the Licensing Party from liability resulting from rejection of the license or the failure to perform such obligations; and
(b) not interfere with Genzymethe Licensee’s rights under this Agreement, whether or any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not agreement supplemental hereto, to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to such intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of the U.S. Bankruptcy Code.
15.10.2. All rights, powers and embodiments thereof remedies of the Licensee provided herein are in addition to and not in substitution for any other rights, powers, and remedies now or hereafter existing at law or in equity (including the U.S. Bankruptcy Code) in the possession or control event of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates the commencement of a case under the U.S. Bankruptcy Code with respect to exercise such rights and licenses in accordance with this Agreementthe Licensing Party. The Parties hereto acknowledge intend the following rights to extend to the maximum extent permitted by Applicable Law, and agree that to be enforceable under U.S. Bankruptcy Code Section 365(n):
(a) the right of access to any intellectual property rights (including all payments by Genzyme embodiments thereof) of the Licensing Party, or any Third Party with whom the Licensing Party contracts to Isis perform an obligation of the Licensing Party under this Agreement, other than and, in the commercial milestones payable pursuant case of any such Third Party, which is necessary for the Manufacture, use, sale, import, or export of Licensed Systems and Licensed Products; and
(b) the right to Section 8.2.2 and contract directly with any Third Party to complete the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commissioncontracted work.
Appears in 1 contract
Samples: Collaboration and License Agreement (Metagenomi Technologies, LLC)
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by Alpine are, including and shall otherwise be deemed to be, for purposes of Section 2.1 365(n) of this Agreementthe Bankruptcy Code, are licenses of rights to “intellectual property” (as defined in under Section 101(35A) of Title 11 101 of the United States Bankruptcy Code. The Parties agree that Horizon, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code solely applicable to the Licensed Compounds, [***] Licensed Technology, and Alpine Libraries, including without limitation Horizon’s right to retain all licenses to Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Alpine’s assets under Section 363 of the Bankruptcy Code shall be subject to Horizon’s rights under Section 365(n) with respect to such Licensed Technology, that Horizon cannot be compelled to accept a money satisfaction of its interests in Licensed Technology, and that any such sale therefore may not be made to a purchaser “free and clear” of Horizon’s license rights without the consent of Horizon. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Alpine under the Bankruptcy Code, Horizon shall be entitled to a complete duplicate of (or complete access to, as amended (appropriate) any such Title 11intellectual property solely applicable to the Licensed Compounds, the “Bankruptcy Code”)). Isis hereby grants to Genzyme [***] Licensed Technology, and Alpine Libraries and all Affiliates embodiments of Genzyme a right of access such intellectual property, and the same, if not already in its possession, shall be promptly delivered to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, them (i) pre-clinical research data and resultsupon any such commencement of a bankruptcy proceeding upon its written request therefor, (j) marketing, advertising and promotional materials, unless Alpine elects to continue to perform all of which constitute its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Alpine upon written request therefor by Horizon. (The Parties acknowledge and agree that “embodiments” of intellectual property pursuant within the meaning of Section 365(n) include without limitation laboratory notebooks, inventory, research studies, data, and regulatory approvals to the extent such items are solely applicable to the Licensed Compounds, [***], Licensed Technology and Alpine Libraries). Additionally, if (a) a case under the Bankruptcy Code is commenced by or against Alpine, (b) this Agreement is rejected as provided in the Bankruptcy Code, and (c) Horizon elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code Code, Alpine (in any capacity, including debtor-in-possession) and its successors and assigns (kincluding a trustee) all other embodiments of such intellectual property, in each case, solely in connection shall not interfere with GenzymeHorizon’s rights under this AgreementAgreement to Licensed Technology (including such embodiments), whether including any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates right to obtain such intellectual property Licensed Technology (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. All rights, powers and embodiments thereof remedies of Horizon provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the possession or control event of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates the commencement of a case under the Bankruptcy Code with respect to exercise such rights and licenses in accordance with this AgreementAlpine. The Parties hereto acknowledge and agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Section 365(n) of the Bankruptcy Code: (I) the right of access to any Licensed Technology (including all payments by Genzyme to Isis embodiments thereof) of Alpine, which is necessary for the development, manufacture, supply, commercialization, sale, import or export of Licensed Compounds or Licensed Products, in any case solely as provided under this Agreement, other than ; and (II) the commercial milestones payable pursuant right to Section 8.2.2 and contract directly with any Third Party to complete the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commissionsame.
Appears in 1 contract
Samples: License and Collaboration Agreement (Alpine Immune Sciences, Inc.)
Rights in Bankruptcy. All licenses and rights and to licenses now or hereafter granted under or pursuant to this AgreementAgreement by Cellectis to AstraZeneca are, including and will otherwise be deemed to be, for purposes of Section 2.1 365(n) of this Agreementthe United States Bankruptcy Code (the “Bankruptcy Code”), are licenses of rights to “intellectual property” (as defined in under Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and that all Development Milestone Payments, Sales Milestone Payments, and Royalties will be “royalties” under the Bankruptcy Code. The Parties agree that AstraZeneca, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, upon commencement of a bankruptcy proceeding by or against Cellectis under the Bankruptcy Code, AstraZeneca will be entitled to a complete duplicate of, or complete access to (k) as AstraZeneca deems appropriate), all other such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to AstraZeneca: (a) upon any such commencement of a bankruptcy proceeding and upon written request by the AstraZeneca, in each case, solely in connection with Genzyme’s rights unless Cellectis elects to continue to perform all of its obligations under this Agreement; or (b) if not delivered under foregoing sub-clause (a), whether upon the rejection of this Agreement by or on behalf of Cellectis and upon written request by AstraZeneca. Cellectis (in any of the foregoing are in Isis’ possession or control or in the possession capacity, including debtor-in-possession) and control of Third Parties. Isis its successors and assigns (including any trustee) agrees not to interfere with Genzyme’s and the exercise by AstraZeneca or any its Affiliates’ exercise Affiliates of its rights and licenses to such intellectual property licensed hereunder and such embodiments thereof of intellectual property in accordance with this Agreement Agreement, and agrees to use Commercially Reasonable Efforts to assist Genzyme AstraZeneca and its Affiliates to obtain in obtaining such intellectual property and such embodiments thereof of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates AstraZeneca to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree foregoing provisions shall be without prejudice to any rights that all payments by Genzyme to Isis AstraZeneca may have arising under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commissionother Applicable Law.
Appears in 1 contract
Samples: Joint Research and Collaboration Agreement (Cellectis S.A.)
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by Senomyx are, including and shall otherwise be deemed to be, for purposes of Section 2.1 365(n) of this Agreementthe United States Bankruptcy Code, are licenses of rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that Ajinomoto, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments licensee of such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement, whether shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code to the extent so allowable. In such event, any court with jurisdiction thereunder may, upon Ajinomoto’s request, wish to consider the following items in connection with such licenses to the extent consistent with the United States Bankruptcy Code, the rights of other Third Party licensees, licensors and other creditors of Senomyx and the foregoing rights granted in this Agreement:
(A) the possibility of providing Ajinomoto with [***] necessary for Ajinomoto to practice the licenses granted under this Agreement;
(B) the possibility of providing Ajinomoto and other then current licensees on a pro rata basis [***] that are in Isis’ Senomyx possession;
(C) the possibility of providing Ajinomoto with all documents describing or setting forth any [***] (but only to the extent relevant to the licenses granted herein) in Senomyx’s possession or control or related to Ajinomoto Improvements conceived by Senomyx and/or Joint Inventions and assist with any patent filings in connection therewith;
(D) the possession and control possibility of Third Parties. Isis agrees not providing Ajinomoto with a complete list of all relevant [***] necessary for Ajinomoto to interfere with Genzyme’s and its Affiliates’ exercise of rights and practice the licenses to intellectual property licensed hereunder and embodiments thereof in accordance with granted under this Agreement and agrees a copy of the necessary documentation in connection therewith;
(E) the possibility of causing any relevant [***] to use Commercially Reasonable Efforts be [***] or its designee in a manner that takes into account possible rights of other Third Party licensees;
(F) the possibility of authorizing Ajinomoto or its designee, when applying for corresponding [***] submitted by Senomyx to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in any [***]; and
(G) the possession or control possibility of Third Parties as taking any other steps which may be reasonably necessary or desirable for Genzyme to enable Ajinomoto or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis use or operate under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. any [***] = Portions of this exhibit have been omitted obtained pursuant to or in connection with this Agreement or to obtain a confidential treatment request. An unredacted version of new corresponding [***] as necessary to practice the licenses granted in this exhibit has been filed separately with the CommissionAgreement.
Appears in 1 contract
Samples: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)
Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted by OPKO to CAMP4 under or pursuant to this Agreement, including the licenses granted to CAMP4 pursuant to Section 2.1 (Licenses), are, for all purposes of this AgreementSection 365(n) of the Bankruptcy Code, are licenses of rights to “intellectual property” (as defined in Section 101(35A) the Bankruptcy Code. Upon the occurrence of Title 11 any insolvency event with respect to OPKO, OPKO agrees that CAMP4, as CAMP4 of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Without limiting the generality of the United States Codeforegoing, as amended (OPKO and CAMP4 intend and agree that any sale of OPKO’s assets under Section 363 of the Bankruptcy Code will be subject to CAMP4’s rights under Section 365(n), that CAMP4 cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such Title 11, the sale therefore may not be made to a purchaser “Bankruptcy Code”)). Isis hereby grants to Genzyme free and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodimentsclear” of intellectual property CAMP4’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of CAMP4. Further, each Party agrees and acknowledges that all payments by CAMP4 to OPKO hereunder, other than the Royalty Payments pursuant to Section 7.5 (Royalty Payments), do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement, whether any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement, other than the commercial milestones payable pursuant to Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions OPKO will, during the term of this exhibit have been omitted pursuant Agreement, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. OPKO and CAMP4 acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, cell lines, product samples and inventory, research studies, and data, regulatory approvals. If (i) a confidential treatment request. An unredacted version of case under the Bankruptcy Code is commenced by or against OPKO, (ii) this exhibit has been filed separately with Agreement is rejected as provided in the Commission.Bankruptcy Code, and (iii) CAMP4 elects to retain its rights hereunder as provided in
Appears in 1 contract
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by Arrowhead are, including Section 2.1 and shall otherwise be deemed to be, for purposes of this Agreement, are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the Bankruptcy Code. The Parties agree that Amgen, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code including without limitation Amgen's right to retain all licenses to Arrowhead Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead's assets under Section 363 of the Bankruptcy Code shall be subject to Amgen’s rights under Section 365(n), that Amgen cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser "free and clear" of Amgen's license rights without the consent of Amgen. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Arrowhead under the Bankruptcy Code, Amgen shall be entitled to a complete duplicate of (kor complete access to, as appropriate) any such intellectual property and all other embodiments of such intellectual property, and the same, if not already in each caseits possession, solely in connection with Genzyme’s rights shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Arrowhead elects to continue to perform all of its obligations under this Agreement, whether any or (ii) if not delivered under (i) above, following the rejection of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession by or control on behalf of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this AgreementArrowhead upon written request therefor by Amgen. (The Parties hereto acknowledge and agree that "embodiments" of intellectual property within the meaning of Section 365(n) include without limitation laboratory notebooks, RNAi Molecules, inventory, research studies, data, and regulatory approvals). Additionally, if (a) a case under the Bankruptcy Code is commenced by or against Arrowhead, (b) this Agreement is rejected as provided in the Bankruptcy Code, and (c) Amgen elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Arrowhead (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall not interfere with Amgen's rights under this Agreement to Arrowhead Licensed Technology (including such embodiments), including any right to obtain such Arrowhead Licensed Technology (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. All rights, powers and remedies of Amgen provided herein are in addition to and not in substitution for any and all payments other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Arrowhead. The Parties agree that they intend the following rights to extend to the maximum extent permitted by Genzyme law, and to Isis be enforceable under Section 365(n) of the Bankruptcy Code: (I) the right of access to any Arrowhead Licensed Technology (including all embodiments thereof) of Arrowhead, or any Third Party with whom Arrowhead contracts to perform an obligation of Arrowhead under this Agreement, other than and, in the commercial milestones payable pursuant case of the Third Party, which is necessary for the development, manufacture, supply, commercialization, sale, import or export of Licensed Compounds or Licensed Products, in any case solely as provided under this Agreement; and (II) the right to Section 8.2.2 and contract directly with any Third Party to complete the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commissionsame.
Appears in 1 contract
Samples: Collaboration and License Agreement (Arrowhead Pharmaceuticals, Inc.)
Rights in Bankruptcy. All licenses and other rights and licenses now or hereafter granted under or pursuant to this AgreementAgreement by BIOTIUM are, including and shall otherwise be deemed to be, for purposes of Section 2.1 365(n) of this Agreementthe U.S. Bankruptcy Code, are rights licenses of right to “intellectual property” (as defined in under Section 101(35A) of Title 11 101 of the United States U.S. Bankruptcy Code. The Parties agree that LICENSEE, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates licensee of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s certain rights under this Agreement, whether any shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Each of the foregoing are in Isis’ possession or control or in the possession undersigned represents and control of Third Parties. Isis agrees not warrants that he is duly authorized to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with execute this Agreement and agrees to use Commercially Reasonable Efforts to assist Genzyme thereby bind his respective Party and its Affiliates to obtain such intellectual property and embodiments thereof in that all required approvals have been obtained for the possession or control execution of Third this Agreement, which Agreement shall be binding on the Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights of the Effective Date. For purposes hereof, a facsimile of a signed copy shall have the same force and licenses in accordance with this effect as an original signed Agreement. The Parties hereto acknowledge BIOTIUM, INC. LICENSEE: CYTEK BIOSCIENCES, INC. By: /s/ Xx. Xxx Xxx By: /s/ XxxXxx Xxxxx, Ph.D. Name/Title: Xx. Xxx Xxx Name/Title: XxxXxx Xxxxx, Ph.D. President and agree that all payments by Genzyme CEO Chief Executive Officer Date: September 17, 2020 Date: September 16, 2020 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT A: BIOTIUM PRODUCT AND DISCOUNT PRICE Biotium Products available to Isis be supplied under this Agreement, other than as set forth in Article 3 (scope of agreement), are identified in the commercial milestones payable pursuant following Exhibit. Pursuant to Section 8.2.2 and the sharing of Net Profits pursuant 4.1 (Price), BIOTIUM agrees to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunderoffer Biotium Product at Price listed in this Exhibit. BIOTIUM PRODUCT EXHIBIT [***] = Portions [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***][***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT B: UPFRONT FEES AND ROYALTY In consideration of the rights granted under this exhibit Agreement, LICENSEE shall pay a one-time non-refundable, non-creditable license upfront fee relating to the license of Biotium Products for FIELD OF USE as specified below. LICENSEE shall have been omitted pursuant the option to license additional Biotium Product(s) at a confidential treatment requestlater time upon signing of an addendum to this Agreement and paying additional license fee. An unredacted version LICENSEE shall have the option to license Biotium Product(s) for DIAGNOSTICS FIELD OF USE added at a later time upon signing of an addendum to this exhibit has been filed separately with the Commission.Agreement and paying additional license fee. Biotium Products Amount of fee Due date [***] [***] [***] [***] [***] [***] [***] [***] [***]
Appears in 1 contract
Samples: Supply & License Agreement (Cytek BioSciences, Inc.)
Rights in Bankruptcy. All rights and licenses now or hereafter granted under or pursuant to this Agreement, the Product Term Sheet and the Research Term Sheet, including Section 2.1 of this Agreement, are rights to “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatory filings and approvals, (i) pre-clinical research data and results, and (j) marketing, advertising and promotional materials, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code Code, and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s rights under this the Product License and the Research Option Agreement, whether any of the foregoing are in Isis’ possession or control or in the possession and control of Third Parties. Isis agrees not to interfere with Genzyme’s and its Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts commercially reasonable efforts to assist Genzyme and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for Genzyme or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreementin the Product Term Sheet, other than the commercial milestones payable pursuant Profit Sharing and Sales Milestones referred to Section 8.2.2 and in the sharing of Net Profits pursuant to Section 8.5.2Product Term Sheet, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Appears in 1 contract
Samples: License and Research Agreement (Isis Pharmaceuticals Inc)
