Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licences granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other Party’s possession, shall be promptly delivered to it upon such other Party’s written request therefor.

Rights in Bankruptcy. All rights and licences granted under or pursuant to this Agreement by AstraZeneca to Flexion Licensee or by Flexion Licensee to AstraZeneca are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other Party’s possession, shall be promptly delivered to it upon such other Party’s written request therefor.

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca VIVUS and Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code or analogous provisions Code, licenses of Applicable Law outside the United States, licences of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”)Bankruptcy Code. The Parties agree that the Partieseach Party, as licensees licensee of such certain rights under this Agreement, shall retain and may fully exercise all of their 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 IPBankruptcy Code. The Parties further agree that, in the event of (i) the commencement of a bankruptcy proceeding case by or against a Party (such Party, the “Debtor”) under the U.S. United States Bankruptcy Code or analogous provisions Code, (ii) the rejection of Applicable Law outside this Agreement by the Debtor pursuant to section 365 of the United StatesStates Bankruptcy Code, and (iii) the election of the other Party to retain its rights under section 365(n)(1)(B) of the United States Bankruptcy Code, then the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such IP other Party and all embodiments of such IPintellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it following the rejection of this Agreement by the Debtor upon such written request therefor by the other Party’s written request therefor.

Rights in Bankruptcy. All rights and licences granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca Dynavax are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that each of the Parties, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party Dynavax on the one hand, or AstraZeneca on the other hand, under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party AstraZeneca or Dynavax, as applicable, shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other Party’s possession, shall be promptly delivered to it upon such other Party’s written request therefor.

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement Section 5.7(b) by AstraZeneca to Flexion or Arena and by Flexion to AstraZeneca Eisai under Section 9.2(b) are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States, licences licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States (hereinafter “IP”)States. The Parties agree that the PartiesEisai or Arena, as licensees the case may be, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code or any other analogous provisions of Applicable Law Laws outside the United States that provide similar protection for IPStates. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP intellectual property and all embodiments of such IPintellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor., unless the first Party elects to continue to

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca Ambit are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (i.e., Title 11 of the U.S. Code) or analogous provisions of Applicable Law applicable law outside the United States, licences licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law applicable law outside the United States (hereinafter “IP”)States. The Parties agree that the PartiesBMS, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code or any other provisions of Applicable Law applicable law outside the United States that provide similar protection for IP. “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party Ambit under the U.S. Bankruptcy Code or analogous provisions of Applicable Law applicable law outside the United States, the other Party BMS shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP Ambit Technology and all embodiments of such IPAmbit Technology, which, if not already in such other PartyBMS’s possession, shall be promptly delivered to it upon such other PartyBMS’s written request therefor. Any agreements supplemental hereto shall be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the U.S. Bankruptcy Code.

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca Palatin are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that the PartiesAstraZeneca, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party Palatin under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party AstraZeneca shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other PartyAstraZeneca’s possession, shall be promptly delivered to it upon such other PartyAstraZeneca’s written request therefortherefore.

Rights in Bankruptcy. All rights and licences granted under or pursuant to this Agreement by AstraZeneca to Flexion Neoprobe or by Flexion Neoprobe to AstraZeneca are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other Party’s possession, shall be promptly delivered to it upon such other Party’s written request therefor.

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement Section 5.6(b) by AstraZeneca to Flexion or Arena and by Flexion to AstraZeneca Eisai under Section 9.2(b) are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States, licences licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States (hereinafter “IP”)States. The Parties agree that the PartiesEisai or Arena, as licensees the case may be, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code or any other analogous provisions of Applicable Law Laws outside the United States that provide similar protection for IPStates. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP intellectual property and all embodiments of such IPintellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the first Party 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 such first Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licences granted under or pursuant to this Agreement by AstraZeneca to Flexion Neoprobe or by Flexion Neoprobe to AstraZeneca are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other Party’s possession, shall be promptly delivered to it upon such other Party’s written request therefor. Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca NOVIMMUNE are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United StatesCode, licences licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”)Code. The Parties agree that the PartiesTGTX, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code and any foreign equivalent thereto in any country having jurisdiction over a Party or any other provisions of Applicable Law outside the United States that provide similar protection for IPits assets. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United StatesNOVIMMUNE, the other Party TGTX shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP intellectual property and all embodiments of such IPintellectual property, which, if not already in such other PartyTGTX’s possession, shall be promptly delivered to it (a) upon any such other Partycommencement of a bankruptcy proceeding upon TGTX’s written request therefor, unless NOVIMMUNE 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 or on behalf of NOVIMMUNE upon written request therefor by TGTX.

Rights in Bankruptcy. All rights and licences licenses granted under or pursuant to this Agreement Section 5.7(b) by AstraZeneca to Flexion or Arena and by Flexion to AstraZeneca Eisai under Section 9.2(b) are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States, licences licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States (hereinafter “IP”)States. The Parties agree that the PartiesEisai or Arena, as licensees the case may be, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code or any other analogous provisions of Applicable Law Laws outside the United States that provide similar protection for IPStates. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of Applicable Law Laws outside the United States, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP intellectual property and all embodiments of such IPintellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the first Party 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 such first Party upon written request therefor by the other Party.

Rights in Bankruptcy. All rights and licences granted under or pursuant to this Agreement by AstraZeneca to Flexion or by Flexion to AstraZeneca Avanir are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, licences of right to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “"IP”"). The Parties agree that the PartiesAstraZeneca, as licensees licensee of such rights under this Agreement, shall retain and may fully exercise all of their 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. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party Avanir under the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party AstraZeneca shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such IP and all embodiments of such IP, which, if not already in such other Party’s AstraZeneca's possession, shall be promptly delivered to it upon such other Party’s AstraZeneca's written request therefor.