Common use of Rights in Insolvency Clause in Contracts

Rights in Insolvency. (a) The Parties agree that this Agreement constitutes an executory contract under Section 365 of the Code for the license of "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 Territory. The Parties further agree that NVS, as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code, including under Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event of an Insolvency Event by or against Pliant under the Code and any similar laws in any other country in the Territory, NVS will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptly delivered to it: (i) upon any such commencement of an Insolvency Event upon its written request therefor, unless Pliant elects to continue to perform all of its obligations under this Agreement; or (ii) if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of Pliant upon written request therefor by NVS. (b) All rights, powers and remedies of NVS provided for in this Section 15.3(b) 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 under the Code and any similar laws in any other country in the Territory). In the event of an Insolvency Event in relation to Pliant, NVS, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the Code). The Parties agree that they intend the following NVS rights to extend to the maximum extent permitted by law, including for purposes of the Code: (i) the right of access to any intellectual property (including all embodiments thereof) of Pliant or its Affiliates, or any Third Party with whom Pliant or its Affiliates contract to perform an obligation of Pliant under this Agreement that is necessary for the Development, Manufacture, or Commercialization of Products in the Territory; (ii) the right to contract directly with any Third Party described in (i) to complete the contracted work; and (iii) the right to cure any breach of or default under any such agreement with a Third Party and set off the costs thereof against amounts payable to Pliant under this Agreement, provided that NVS shall give Pliant [***] days' prior written notice before NVS commences to cure any such breach or default, and if Pliant resolves or cures such breach or default within such [***]-day period, then this subsection (iii) shall not apply with respect to such breach or default.

Rights in Insolvency. (a) The Parties agree that this Agreement constitutes an executory contract under Section 365 of the Code for the license of "“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 Territory. The Parties further agree that NVSNovartis, as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code, including under Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event of an Insolvency Event by or against Pliant Sangamo under the Code and any similar laws in any other country in the Territory, NVS Novartis will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptly delivered to it: (i) upon any such commencement of an Insolvency Event upon its written request therefor, unless Pliant Sangamo elects to continue to perform all of its obligations under this Agreement; or (ii) if not delivered under sub-clause (i) above), following the rejection of this Agreement by or on behalf of Pliant upon written request therefor by NVS. (b) Novartis. All rights, powers and remedies of NVS Novartis provided for in this Section 15.3(b) 12.4 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 under the Code and any similar laws in any other country in the Territory). In the event of an Insolvency Event in relation to Pliant, NVS, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the Code). The Parties agree that they intend the following NVS rights to extend to the maximum extent permitted by law, including for purposes of the Code: (i) the right of access to any intellectual property (including all embodiments thereof) of Pliant or its Affiliates, or any Third Party with whom Pliant or its Affiliates contract to perform an obligation of Pliant under this Agreement that is necessary for the Development, Manufacture, or Commercialization of Products in the Territory; (ii) the right to contract directly with any Third Party described in (i) to complete the contracted work; and (iii) the right to cure any breach of or default under any such agreement with a Third Party and set off the costs thereof against amounts payable to Pliant under this Agreement, provided that NVS shall give Pliant [***] days' prior written notice before NVS commences to cure any such breach or default, and if Pliant resolves or cures such breach or default within such [***]-day period, then this subsection (iii) shall not apply with respect to such breach or default.

Rights in Insolvency. (a) The Parties agree that this Agreement constitutes an executory contract under Section 365 of the Code for the license of "“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 Territory. The Parties further agree that NVS[***], as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code, including under Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event of an Insolvency Event by or against Pliant [***] under the Code and any similar laws in any other country in the Territory, NVS [***] will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptly [***] delivered to it: (ia) upon any such commencement of an Insolvency Event upon its written request therefor, unless Pliant [***] elects to continue to perform all of its obligations under this Agreement; or (iib) if not delivered under sub-clause (i) abovea), following the rejection of this Agreement by or on behalf of Pliant [***] upon written request therefor by NVS. (b) [***]. All rights, powers and remedies of NVS [***] provided for in this Section 15.3(b) 12.4 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 under the Code and any similar laws in any other country in the Territory). In the event of an Insolvency Event in relation to Pliant[***], NVS[***], in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the Code). The Parties agree that they intend the following NVS rights to extend to the maximum extent permitted by law, including for purposes of the Code: (i) the right of access to any intellectual property (including all embodiments thereof) of Pliant or its Affiliates, or any Third Party with whom Pliant or its Affiliates contract to perform an obligation of Pliant under this Agreement that is necessary for the Development, Manufacture, or Commercialization of Products in the Territory; (ii) the right to contract directly with any Third Party described in (i) to complete the contracted work; and (iii) the right to cure any breach of or default under any such agreement with a Third Party and set off the costs thereof against amounts payable to Pliant under this Agreement, provided that NVS shall give Pliant [***] days' prior written notice before NVS commences to cure any such breach or default, and if Pliant resolves or cures such breach or default within such [***]-day period, then this subsection (iii) shall not apply with respect to such breach or default.