Common use of Rights Upon Bankruptcy Clause in Contracts

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to be “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party, including with respect to the RPCI Patents. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the other Party copies of all Information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all rights under Section 365(n) to the extent required to continue to sublicense the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Tracon, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is required. All rights, powers and remedies of the non-bankrupt Party as 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, without limitation, the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. Section 365(n) and the terms of this Section 9.5 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body or official resolving disputes between the Parties with respect to rights in intellectual property, whether such court, tribunal, arbitrator, regulatory body or official is located in the U.S. or in any other nation or jurisdiction.

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. where a Party is situated (collectively, the “Bankruptcy Laws”), executor contracts and non-assignable personal licenses of rights to be “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its permitted successors and assigns (including including, without limitation, a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party, including with respect to the RPCI Patents. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, and this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party Party, who is not commencing, or otherwise the subject of, a case under the Bankruptcy Laws (the “Non-Bankrupt Party”), elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its permitted successors and assigns (including including, without limitation, a Title 11 trustee), shall provide to the other Party copies of all Information necessary for such other Party to prosecuteNon-Bankrupt Party, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all rights under Section 365(n) to the extent required to continue to sublicense the RPCI Patents to Santen in accordance with this Agreement. In Non-Bankrupt Party ***Confidential Treatment Requested is a bankruptcy of Traconlicensee hereunder, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is required. […***…] All rights, powers and remedies of the non-bankrupt Party as 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, without limitation, the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. Additionally, in the event of any insolvency of Senomyx or the entry by it into any formal insolvency administration under United States law, it is the intention of the Parties that this Agreement shall not terminate and shall continue pursuant to the principles governing insolvency proceedings under United States law. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the Parties under this Section 365(n) 17.14 are essential to the Parties’ respective businesses and the terms of this Section 9.5 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body or official resolving disputes between the Parties with respect to rights in intellectual property, whether such court, tribunal, arbitrator, regulatory body or official is located in the U.S. or in any other nation or jurisdiction.acknowledge that damages are not an adequate remedy. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ***Confidential Treatment Requested

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this License Agreement by Arcturus or its Affiliates are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”)Code, licenses of rights right to be “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy LawsCode. If a case is commenced during the Term by or against a Party The Parties agree that CureVac and its Affiliates and Sublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Laws then, unless Code and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of foreign counterparts thereto. Without limiting the obligations provided in this Agreement to be performed by such Party, including with respect to the RPCI Patents. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the other Party copies of all Information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all Parties’ rights under Section 365(n) of the U.S. Bankruptcy Code, if a case under U.S. Bankruptcy Code is commenced by or against a Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the extent required same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of the bankrupt Party, within thirty (30) days after the other Party’s written request, unless the bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to sublicense perform all of its obligations under this License Agreement, or (ii) after any rejection of this License Agreement by or on behalf of the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Traconbankrupt Party, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is requirednot previously delivered as provided under clause (i) above. All rights, powers and remedies rights of the non-bankrupt Party as provided herein Parties under this Section 10.4 and under Section 365(n) of the U.S. Bankruptcy Code are in addition to and not in substitution for of any and all other rights, powers powers, and remedies now or hereafter existing at law or in equity (includingthat each Party may have under this License Agreement, without limitationunder the U.S. Bankruptcy Code, and any other applicable Laws. The non-bankrupt Party shall have the Bankruptcy Laws) in right to perform the event obligations of the commencement of a case by or against a bankrupt Party under the Bankruptcy Laws. Section 365(n) and the terms of this Section 9.5 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body or official resolving disputes between the Parties hereunder with respect to rights in such intellectual property, whether but neither such court, tribunal, arbitrator, regulatory body provision nor such performance by the non-bankrupt Party shall release the bankrupt Party from any such obligation or official is located in the U.S. or in any other nation or jurisdictionliability for failing to perform it.

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to be “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party, including with respect to the RPCI Patents. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the other Party copies of all Information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all rights under Section 365(n) to the extent required to continue to sublicense the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Tracon, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is required. All rights, powers and remedies of the non-bankrupt Party as 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, without limitation, including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. Section 365(n) and the terms of this Section 9.5 9.4 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body body, or official resolving disputes between the Parties with respect to rights in intellectual property, whether such court, tribunal, arbitrator, regulatory body body, or official is located in the U.S. or in any other nation or jurisdiction.

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to be “intellectual property” as defined under the Bankruptcy Laws. If a case Bankruptcy Event is commenced during the Term by or against a Party, (a) the Party under subject to such Bankruptcy Event shall promptly inform the other Party of such Bankruptcy Laws then, Event; (b) unless and until this Agreement is rejected as provided in such Bankruptcy Laws, the Party who is a licensee of rights under this Agreement from the Party subject to such Bankruptcy Event shall retain and may fully exercise all of the rights and elections under the Bankruptcy Laws and, subject to the Bankruptcy Laws, other Applicable Laws; (c) unless and until this Agreement is rejected as provided in such Bankruptcy Laws, the Party subject to such Bankruptcy Event (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party, including ; (d) in the event this Agreement is rejected as provided in such Bankruptcy Laws and the counterparty licensee elects to retain its rights in accordance with respect and subject to the RPCI Patents. If a case is commenced during the Term by or against a Party Bankruptcy Laws, subject to such counterparty licensee’s obligations under the Bankruptcy Laws, such counterparty licensee may retain its rights to such intellectual property as such rights existed immediately before the case commenced for the duration of the Agreement and any period for which this Agreement may be extended by such counterparty licensee as of right under other Applicable Laws; and (e) in the event this Agreement is rejected or not assumed as provided in the such Bankruptcy Laws and the other Party such counterparty licensee elects to retain its rights hereunder as provided in accordance with and subject to the Bankruptcy Laws, then subject to such counterparty licensee’s obligations under the Bankruptcy Laws, the Party subject to such case under the Bankruptcy Laws (in any capacityEvent shall, including debtor-in-possession) and its successors and assigns (including upon a Title 11 trustee)written request, shall provide to the other Party copies a complete duplicate of all Information necessary for (or complete access to, as appropriate) any such other intellectual property (including any embodiment of such intellectual property) held by the Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all rights under Section 365(n) to the extent required to continue to sublicense the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Tracon, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor subject to such assumption if consent is requiredBankruptcy Event. All rights, powers and remedies of the non-bankrupt Party as 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, without limitation, the Bankruptcy Laws) in subject to the event applicability of the commencement of a case by or against a Party under the Bankruptcy Laws. Section 365(n) , and the terms of this Section 9.5 shall apply non-bankrupt Party, in addition to the rights, powers and remedies expressly provided herein, shall be enforced in entitled to exercise all other such rights and by every court, tribunal, arbitrator, regulatory body powers and resort to all other remedies as may now or official resolving disputes between the Parties with respect to rights in intellectual property, whether such court, tribunal, arbitrator, regulatory body or official is located in the U.S. hereafter exist at law or in equity in such event. Each Party hereby ACTIVE/119414966.70 acknowledges, on behalf of itself and its Affiliates, “embodiments” of intellectual property include the following: (a) Data from the research and Development of the Compound and Products; (b) Compound and Product samples and inventory; (c) Product formulations; (d) laboratory notebooks and records from either Party’s research and Development relating to any other nation Compound or jurisdictionProduct, including from the Development Plan; (e) results from clinical studies of the any Compound or Product; (f) Regulatory Approvals relating to any Compound or Product; and (g) marketing, advertising and promotional materials relating to any Compound or Product.

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this License Agreement by Arcturus or its Affiliates are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”)Code, licenses of rights right to be “intellectual property” as defined under Section 101 of the U.S. Bankruptcy LawsCode. If a case is commenced during the Term by or against a Party The Parties agree that CureVac and its Affiliates and Sublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Laws then, unless Code and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of foreign counterparts thereto. Without limiting the obligations provided in this Agreement to be performed by such Party, including with respect to the RPCI Patents. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the other Party copies of all Information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all Parties’ rights under Section 365(n) of the U.S. Bankruptcy Code, if a case under U.S. Bankruptcy Code is commenced by or against a Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the extent required same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of the bankrupt Party, within thirty (30) days after the other Party’s written request, unless the bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to sublicense perform all of its obligations under this License Agreement, or (ii) after any rejection of this License Agreement by or on behalf of the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Traconbankrupt Party, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is requirednot previously delivered as provided under clause (i) above. All rights, powers and remedies rights of the non-bankrupt Party as provided herein Parties under this Section 10.4 and under Section 365(n) of the U.S. Bankruptcy Code are in addition to and not in substitution for of any and all other rights, powers powers, and remedies now or hereafter existing at law or in equity (includingthat each Party may have under this License Agreement, without limitationunder the U.S. Bankruptcy Code, and any other applicable Laws. The non-bankrupt Party shall have the Bankruptcy Laws) in right to perform the event obligations of the commencement of a case by or against a bankrupt Party under the Bankruptcy Laws. Section 365(n) and the terms of this Section 9.5 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body or official resolving disputes between the Parties hereunder with respect to rights in such intellectual property, whether but neither such court, tribunal, arbitrator, regulatory body provision nor such performance by the non-bankrupt Party shall release the bankrupt Party from any such obligation or official is located in the U.S. or in any other nation or jurisdictionliability for failing to perform it.

Rights Upon Bankruptcy. All The Parties acknowledge and agree that all rights and licenses granted under or pursuant to this Agreement to Xxxxxxx or Cidara are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”)foreign laws, licenses of rights to be “intellectual property” as defined under 91 Section 101 of the U.S. Bankruptcy LawsCode or other similar foreign laws. If a case is commenced during The Parties agree that the Term by or against a Party Parties shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party Code (in or any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all comparable provision of the obligations provided in this Agreement laws applicable to be performed by such Party, including with respect to the RPCI Patents. If a case is commenced during the Term by bankruptcies or against a Party under the Bankruptcy Laws, this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trusteeinsolvencies), shall provide to the and other Party copies of all Information necessary for such other Party to prosecutesimilar foreign laws. The Parties further agree that, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all rights under Section 365(n) to the extent required to continue to sublicense the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Tracon, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is required. All rights, powers and remedies of the non-bankrupt Party as 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, without limitation, the Bankruptcy Laws) in the event of the commencement of a case bankruptcy proceeding by or against a Party under the U.S. Bankruptcy LawsCode, the non-debtor Party shall 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, which, if not already in the non-debtor Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon the non-debtor Party’s written request therefor, unless the debtor Party continues 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 the debtor Party upon written request therefor by the non-debtor Party. Whenever a 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 15.1, the non-debtor Party shall have the right to perform the debtor Party’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by such non-debtor Party shall release the debtor Party from liability resulting from rejection of the license or the failure to perform such obligations. Each Party acknowledges and agrees that the payments under Sections 6.4, 6.5, 6.6 and 6.7 constitute royalties within the meaning of Section 365(n) and the terms of this Section 9.5 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body or official resolving disputes between the Parties with respect to rights in intellectual property, whether such court, tribunal, arbitrator, regulatory body or official is located in the U.S. or in any other nation or jurisdictionBankruptcy Code.

Rights Upon Bankruptcy. All rights and licenses granted by DelSiTech to IVERIC under or pursuant to this Agreement are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code (“Section 365(n)”) and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to be “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party DelSiTech under the Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party DelSiTech (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall will perform all of the obligations provided in this Agreement to be performed by such Party, including with respect to the RPCI PatentsDelSiTech. If a case is commenced during the Term by or against a Party DelSiTech under the Bankruptcy Laws, this Agreement is rejected or not assumed as provided in the Bankruptcy Laws and the other Party IVERIC elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws DelSiTech (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall will provide to the other Party IVERIC copies of all Information information necessary for such other Party IVERIC to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other PartyIVERIC’s written request therefor, including, without limitation, with respect to the RPCI Patents. In a bankruptcy of RPCI Licensor, Tracon shall use commercially reasonable efforts to exercise all rights under Section 365(n) to the extent required to continue to sublicense the RPCI Patents to Santen in accordance with this Agreement. In a bankruptcy of Tracon, Tracon shall assume the RPCI Agreement and shall use commercially reasonable efforts to obtain any consent from the RPCI Licensor to such assumption if consent is required. All rights, powers and remedies of the non-bankrupt Party IVERIC as 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, without limitation, including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party DelSiTech under the Bankruptcy Laws. Section 365(n) and the terms of this Section 9.5 shall apply and shall be enforced in and by every court, tribunal, arbitrator, regulatory body or official resolving disputes between the Parties with respect to rights in intellectual property, whether such court, tribunal, arbitrator, regulatory body or official is located in the U.S. or in any other nation or jurisdiction.ARTICLE 3