Common use of Rights to Intellectual Property Clause in Contracts

Rights to Intellectual Property. If (a) a case under the Bankruptcy Laws is commenced against the Debtor Party, (b) this Agreement is rejected by the trustee pursuant to the Bankruptcy Laws, and (c) the Non-Debtor Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee under the Bankruptcy Laws) shall provide to the Non-Debtor Party all such intellectual property (including embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, and to which the Non-Debtor Party is entitled to have access under this Agreement, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 17.14.2, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. FINAL EXECUTION VERSION CONFIDENTIAL

Rights to Intellectual Property. If (a) a Title 11 case under the Bankruptcy Laws is commenced by or against the Debtor Party, (b) this Agreement is rejected by the trustee pursuant to the Bankruptcy Lawsas provided in Title 11, and (c) the Non-Debtor Party elects to retain its rights hereunder under this Agreement as provided in the Bankruptcy LawsTitle 11, then the Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee under the Bankruptcy LawsTitle 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, and to which the Non-Debtor Party is entitled to have access under this Agreement, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed hereunder under this Agreement (or any embodiment thereof) pursuant to this Section 17.14.2Article 16, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party hereunder under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. FINAL EXECUTION VERSION CONFIDENTIALThe Parties hereto acknowledge and agree that, other than the milestones to be paid under Section 8.2 and royalties to be paid pursuant to Section 8.3, no other payments to be made pursuant this Agreement constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.

Rights to Intellectual Property. If (ai) a Title 11 case under the Bankruptcy Laws is commenced by or against the Debtor Party, (bii) this Agreement is rejected by the trustee pursuant to the Bankruptcy Lawsas provided in Title 11, and (ciii) the Non-Debtor Party elects to retain its rights hereunder under this Agreement as provided in the Bankruptcy LawsTitle 11, then the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including including, without limitation, a trustee under the Bankruptcy LawsTitle 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, and to which the Non-Debtor Party is entitled to have access under this Agreement, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed hereunder under this Agreement (or any embodiment thereofthereof to the extent provided by applicable non-bankruptcy law and this Agreement) pursuant to this Section 17.14.210.11, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party hereunder under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. FINAL EXECUTION VERSION CONFIDENTIALThe Parties hereto acknowledge and agree that the milestone payments to be paid under Section 6.2 (and any other payment by Salix to Progenics under this Agreement other than the royalties to be paid under Section 6.5 and milestone payments to be paid under Section 6.3) do not constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.

Rights to Intellectual Property. If (ai) a Title 11 case under the Bankruptcy Laws is commenced by or against the Debtor Party, (bii) this Agreement is rejected by the trustee pursuant to the Bankruptcy Lawsas provided in Title 11, and (ciii) the Non-Debtor Party elects to retain its rights hereunder under this Agreement as provided in the Bankruptcy LawsTitle 11, then the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including including, without limitation, a trustee under the Bankruptcy LawsTitle 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, and to which the Non-Debtor Party is entitled to have access under this Agreement, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed hereunder under this Agreement (or any embodiment thereof) pursuant to this Section 17.14.210.5, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party hereunder under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. FINAL EXECUTION VERSION CONFIDENTIALThe Parties hereto acknowledge and agree that the Progenics Development Costs to be paid under Section 6.2 (Post-Effective Date Development Expenses) and the Development Payments to be paid under Section 6.3 (Development Payments) (and any other payment by Wyeth to Progenics under this Agreement other than the royalties to be paid under Section 6.5 (Royalty Payments) and Commercialization Payments to be paid under Section 6.4 (Commercialization Milestone Payments)) do not constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.

Rights to Intellectual Property. If (a) a Title 11 case under the Bankruptcy Laws is commenced by or against the Debtor Party, (b) this Agreement is rejected by the trustee pursuant to the Bankruptcy Lawsas provided in Title 11, and (c) the Non-Debtor Party elects to retain its rights hereunder under this Agreement as provided in the Bankruptcy LawsTitle 11, then the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee under the Bankruptcy LawsTitle 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, and to which the Non-Debtor Party is entitled to have access under this Agreement, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed hereunder under this Agreement (or any embodiment thereof) pursuant to this Section 17.14.2Article 16, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party hereunder under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. FINAL EXECUTION VERSION CONFIDENTIALThe Parties hereto acknowledge and agree that, other than the milestones to be paid under Section 8.2 and royalties to be paid pursuant to Section 8.3, no other payments to be made pursuant this Agreement constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.