Common use of Rights Upon Insolvency Clause in Contracts

Rights Upon Insolvency. All rights and licenses granted under or pursuant to this Agreement by Licensors to Ulthera are for all purposes of Article 365(n) of Title 11, U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined in the Bankruptcy Code. The Parties agree that Ulthera, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. If this Agreement is rejected as provided in the Bankruptcy Code and Ulthera elects to retain its rights hereunder as provided in Bankruptcy Code, Section 365(n) then Licensors (in any capacity, including debtor-in-possession) and their respective successors and assigns (including, without limitation, any trustee in bankruptcy) shall provide or cause to be provided to Ulthera access to all such intellectual property (and any embodiments of intellectual property) in the Field held by or in the control of Licensors and such successors and assigns immediately upon Ulthera’s written request therefore. The Parties agree that “embodiments” of intellectual property hereunder include, without limitation, data, software and other works of authorship, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, including, without limitation, all electrical, mechanical, chemical, biochemical, toxicological and scientific research information. All rights, powers and remedies of Ulthera provided under this Section 8.9 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 Code) in the event of any such commencement of a bankruptcy proceeding by or against Licensors. Ulthera, in addition to the rights, powers 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 the Bankruptcy Code) in such event.

Rights Upon Insolvency. All rights and licenses to Licensed Technology granted under or pursuant to this Agreement by Licensors IMI to Ulthera are XxXXXX are, for all purposes of Article Section 365(n) of Title 11, 11 of the U.S. Code (the “Bankruptcy Code”"Title 11"), licenses of rights to “intellectual property” property as defined in Title 11. IMI agrees during the Bankruptcy Code. The Parties agree that Ultheraterm of this Agreement to create and maintain current copies or, as a licensee if not amenable to copying, detailed descriptions or other appropriate embodiments, of all such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy CodeLicensed Technology. If a case is commenced by or against IMI under Title 11, then, unless and until this Agreement is rejected as provided in the Bankruptcy Code and Ulthera elects to retain its rights hereunder as provided in Bankruptcy CodeTitle 11, Section 365(n) then Licensors IMI (in any capacity, including debtor-in-possession) and their respective its successors and assigns (including, without limitation, any trustee in bankruptcya Title 11 trustee) shall provide or cause either perform all of the obligations provided in this Agreement to be provided performed by IMI or provide to Ulthera access to XXXXXX all such intellectual property (and any including all embodiments of intellectual propertythereof) in the Field held by IMI and such successors and assigns, as XXXXXX may elect in a written request, immediately upon such request. If a Title 11 case is commenced by or against IMI, this Agreement is rejected as provided in Title 11 and XXXXXX elects to retain its rights hereunder as provided in Title 11, then IMI (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 trustee) shall to the control extent provided in this license, and to the requirements of Licensors 11 U.S.C. § 365(n) provide to XXXXXX all such intellectual property (including all embodiments thereof) held by IMI and such successors and assigns immediately upon Ulthera’s XXXXXX’x written request therefore. The Parties agree that “embodiments” of intellectual property hereunder include, without limitation, data, software and other works of authorship, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, including, without limitation, all electrical, mechanical, chemical, biochemical, toxicological and scientific research informationtherefor. All rights, powers and remedies of Ulthera XXXXXX, as a licensee hereunder, provided under this Section 8.9 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 CodeTitle 11) in the event of any such the commencement of a bankruptcy proceeding Title 11 case by or against LicensorsIMI. UltheraXXXXXX, in addition to the rights, powers 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 the Bankruptcy CodeTitle 11) in such event.

Rights Upon Insolvency. All rights and licenses granted under or pursuant to this Agreement by Licensors to Ulthera are for all purposes of Article 365(n) of Title 11, U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined in the Bankruptcy Code. The Parties agree that Ulthera, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. If this Agreement is rejected as [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provided in the Bankruptcy Code and Ulthera elects to retain its rights hereunder as provided in Bankruptcy Code, Section 365(n) then Licensors (in any capacity, including debtor-in-possession) and their respective successors and assigns (including, without limitation, any trustee in bankruptcy) shall provide or cause to be provided to Ulthera access to all such intellectual property (and any embodiments of intellectual property) in the Field held by or in the control of Licensors and such successors and assigns immediately upon Ulthera’s written request therefore. The Parties agree that “embodiments” of intellectual property hereunder include, without limitation, data, software and other works of authorship, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, including, without limitation, all electrical, mechanical, chemical, biochemical, toxicological and scientific research information. All rights, powers and remedies of Ulthera provided under this Section 8.9 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 Code) in the event of any such commencement of a bankruptcy proceeding by or against Licensors. Ulthera, in addition to the rights, powers 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 the Bankruptcy Code) in such event.

Rights Upon Insolvency. All rights and licenses to Patent Rights granted under or pursuant to this Agreement by Licensors ArQule to Ulthera are PRI are, for all purposes of Article Section 365(n) of Title 11, 11 of the U.S. Code (the “Bankruptcy Code”"Title 11"), licenses of rights to “"intellectual property” " as defined in the Bankruptcy Codeunder Section 101(60) of Title 11. The Parties parties agree that Ulthera, as a licensee of such rights under this Agreement, PRI shall retain and may fully exercise all of its rights and elections under Title 11. ArQule agrees during the Bankruptcy Codeterm of this Agreement to create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, of all such Patent Rights. If this Agreement a case is rejected as provided in the Bankruptcy Code and Ulthera elects to retain its rights hereunder as provided in Bankruptcy Codecommenced by or against ArQule under Title 11, Section 365(n) then Licensors ArQule (in any capacity, including debtor-in-possession) and their respective its successors and assigns (including, without limitation, any trustee in bankruptcya Title 11 trustee) shall either (i) provide PRI access to, or cause to be provided to Ulthera access to if appropriate provide PRI with a duplicate copy of, all such intellectual property (and any including all embodiments of intellectual propertythereof) in the Field held by or in the control of Licensors ArQule and such successors and assigns assigns, as PRI may elect in a written request, immediately upon Ulthera’s written request therefore. The Parties agree such request, or (ii) perform all of the obligations provided in this Agreement to be performed by ArQule; provided, however, that “embodiments” of intellectual property ArQule shall fulfill the obligations set forth in clause (i) above in the event that this Agreement is rejected as provided in Title 11 and PRI elects to retain its rights hereunder include, without limitation, data, software and other works of authorship, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, including, without limitation, all electrical, mechanical, chemical, biochemical, toxicological and scientific research informationas provided in Title 11. All rights, powers and remedies of Ulthera PRI, as a licensee hereunder, provided under this Section 8.9 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 CodeTitle 11) in the event of any such the commencement of a bankruptcy proceeding Title 11 case by or against LicensorsArQule. UltheraPRI, in addition to the rights, powers 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 the Bankruptcy CodeTitle 11) in such event.