Common use of Rights in Insolvency Clause in Contracts

Rights in Insolvency. All rights and licenses now or hereafter granted by Eidos to Alexion under or pursuant to this Agreement are, for all purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined in the Bankruptcy Code. Upon an Insolvency Event, Eidos agrees that Alexion, as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Eidos will, 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 intellectual property licensed under this Agreement. Each Party acknowledges and agrees 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, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, the Eidos IP and all information related to the Eidos IP. (a) If (x) a case under the Bankruptcy Code is commenced by or against Eidos, (y) this Agreement is rejected as provided in section 365 of the Bankruptcy Code and (z) Alexion elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Eidos (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) will: (i) provide Alexion with embodiments of all Eidos IP held by Eidos and such successors and assigns, or otherwise available to them, immediately upon Alexion’s written request, and Alexion will have the right to perform Eidos’ obligations hereunder and exercise all of the rights of a licensee of intellectual property under section 365(n) of the Bankruptcy Code, provided that neither such provision nor such performance by Alexion will release Eidos from liability resulting from rejection of the license or the failure to perform such obligations; and (ii) not interfere with Alexion’s rights under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from any other Person, to the extent provided in Section 365(n) of the Bankruptcy Code. (b) All rights, powers and remedies of Alexion 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 Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Eidos. The Parties intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under Bankruptcy Code Section 365(n): (i) the right of access to the Eidos IP, or any Third Party with whom Eidos contracts to perform an obligation of Eidos under this Agreement; and (ii) the right to contract directly with any Third Party to complete the contracted work.

Rights in Insolvency. All rights and licenses now or hereafter granted by Eidos to Alexion under or pursuant to The Parties agree that this Agreement are, for all purposes of constitutes an executory contract under Section 365(n) 365 of the Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in any other country in the Bankruptcy CodeTerritory. Upon an Insolvency Event, Eidos agrees The Parties further agree that AlexionXxxxxxx, as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Bankruptcy Code. Eidos will, 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 intellectual property licensed including under this Agreement. Each Party acknowledges and agrees 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, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, the Eidos IP and all information related to the Eidos IP. (a) If (x) a case under the Bankruptcy Code is commenced by or against Eidos, (y) this Agreement is rejected as provided in section 365 of the Bankruptcy Code and (z) Alexion elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Eidos (and any similar laws in any capacityother country in the Territory and that Xxxxxxx 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 “free and clear” of Xxxxxxx’x rights under this Agreement and Section 365(n) without the express, contemporaneous consent of Xxxxxxx. The Parties further agree that, in the event of an Insolvency Event by or against MeiraGTx under the Code and any similar laws in any other country in the Territory, Xxxxxxx may be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including debtor-in-Materials and Research Results), and the same, if not already in its possession, will be [***] delivered to it: (a) and upon any such commencement of an Insolvency Event upon its written request therefor, unless MeiraGTx elects to continue to perform all of its obligations under this Agreement; or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of MeiraGTx upon written request therefor by Xxxxxxx. Whenever MeiraGTx or any of its successors or assigns provides to Xxxxxxx any of the intellectual property licensed hereunder (or any embodiment thereof including Materials and assigns (including a trusteeResearch Results) will: (i) provide Alexion with embodiments of all Eidos IP held by Eidos and such successors and assignspursuant to this Section 15.3, or otherwise available to them, immediately upon Alexion’s written request, and Alexion will Xxxxxxx shall have the right to perform Eidos’ MeiraGTx’s obligations hereunder and exercise all of the rights of a licensee of with respect to such intellectual property under section 365(n) of the Bankruptcy Codeproperty, provided that but neither such provision nor such performance by Alexion will Xxxxxxx shall release Eidos MeiraGTx from liability resulting from rejection of the license or the failure to perform such obligations; and (ii) not interfere with Alexion’s rights under this Agreement. MeiraGTx and Xxxxxxx each acknowledges and agrees that Option Fees, or any agreement supplemental heretoDevelopment Milestone Payments, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from any other Person, to Commercial Milestone Payments and Royalties constitute royalties within the extent provided in meaning of Section 365(n) of the Bankruptcy Code. (b) . All rights, powers and remedies of Alexion Xxxxxxx 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 case under the Bankruptcy Code with respect to EidosMeiraGTx. The Parties agree that they intend the following rights to extend to the maximum extent permitted by Applicable Lawlaw, and to be enforceable under Bankruptcy Code Section 365(n): (i) the right of access to the Eidos IPany intellectual property rights (including all embodiments thereof) of MeiraGTx licensed to Xxxxxxx hereunder, or any Third Party with whom Eidos MeiraGTx contracts to perform an obligation of Eidos MeiraGTx under this Agreement, and, in the case of the Third Party, which is necessary for the Manufacture, use, sale, import or export of Products; andand Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (ii) the right to contract directly with any Third Party to complete the contracted work.

Rights in Insolvency. All rights and licenses now or hereafter granted (i) by Eidos EyePoint to Alexion Alimera or (ii) by Axxxxxx to EyePoint under or pursuant to this Agreement are, for all purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined in the Bankruptcy Code. Upon an Insolvency Event. (a) In the event EyePoint is a debtor in a proceeding under the Bankruptcy Code, Eidos EyePoint agrees that AlexionAxxxxxx, as licensee of such rights to intellectual property under this Agreement, will retain and may fully exercise all of its rights and elections as provided under Section 365(n) of the Bankruptcy Code. Eidos Upon the request of Axxxxxx, EyePoint will, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, embodiments of all intellectual property licensed under this Agreement. Each Party EyePoint acknowledges and agrees that in connection with such rights and licenses, Alimera is hereby granted a right of access and a right to obtain possession of and to benefit from all such copies, descriptions and other embodiments, all of which constitute “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, cell lines, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, the Eidos IP and all information related pursuant to the Eidos IP. (a) If (x) a case under the Bankruptcy Code is commenced by or against Eidos, (y) this Agreement is rejected as provided in section 365 of the Bankruptcy Code and (z) Alexion elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Eidos (and all other embodiments of such intellectual property, whether any of the foregoing are in any capacityEyePoint’s possession or control, including debtor-in-possession) the possession or control of its Affiliates or in the possession and control of Alimera or Third Parties. ExxXxxxx agrees not to interfere with, and will ensure that its successors Affiliates do not interfere with, Axxxxxx’s exercise of rights and assigns (including a trustee) will:licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement. (ib) provide Alexion with In the event Alimera is a debtor in a proceeding under the Bankruptcy Code: Axxxxxx agrees that EyePoint, as licensee of rights to intellectual property under this Agreement, will retain and may fully exercise all of its rights and elections as provided under Section 365(n) of the Bankruptcy Code. Upon the request of EyePoint, Axxxxxx will, during the Term, create and maintain current copies or, if not amendable to copying, detailed descriptions or other appropriate embodiments of all Eidos IP held by Eidos intellectual property licensed under this Agreement. Alimera acknowledges and agrees that in connection with such successors rights and assignslicenses, or otherwise available to them, immediately upon Alexion’s written request, Eyepoint is hereby granted a right of access and Alexion will have the a right to perform Eidos’ obligations hereunder obtain possession of and exercise to benefit from all such copies, descriptions and other embodiments, all of the rights of a licensee which constitute “embodiments” of intellectual property under section pursuant to Section 365(n) of the Bankruptcy Code, provided that neither and all other embodiments of such provision nor such performance by Alexion will release Eidos from liability resulting from rejection intellectual property, whether any of the license foregoing are in Alimera’s possession or control, the failure possession or control of its Affiliates or in the possession and control of Eyepoint or Third Parties. Axxxxxx agrees not to perform such obligations; and (ii) interfere with, and will ensure that its Affiliates do not interfere with, Eyepoint’s exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with Alexion’s rights under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from any other Person, to the extent provided in Section 365(n) of the Bankruptcy Code. (b) All rights, powers and remedies of Alexion 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 Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Eidos. The Parties intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under Bankruptcy Code Section 365(n): (i) the right of access to the Eidos IP, or any Third Party with whom Eidos contracts to perform an obligation of Eidos under this Agreement; and (ii) the right to contract directly with any Third Party to complete the contracted work.