Common use of Section 365(n) Rights Clause in Contracts

Section 365(n) Rights. 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 the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Each Party agrees that the other Party, as a licensee of intellectual property under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of a rejection of this Agreement by either Party (for purposes of this Section (b) (Section 365(n) Rights), the “licensor”) in any bankruptcy proceeding by or against the licensor under the U.S. Bankruptcy Code, (a) the other Party (for purposes of this Section 12.2 (Section 365(n) Rights), the “licensee”) 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, which, if not already in the licensee’s possession, will be promptly delivered to it upon the licensee’s written request therefor, and (b) the licensor will not interfere with the licensee’s rights to intellectual property and all embodiments of intellectual property, and will assist and not interfere with the licensee in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, CDC Products, regulatory filings and related rights, and technology.

Section 365(n) Rights. All For purposes of Section 365(n) of the Code and any similar law, foreign or domestic, all rights and licenses granted under or pursuant to any Section of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of are rights to “intellectual property” (as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code). Each Party agrees The Parties agree that the other Party, as a licensee of intellectual property such rights under this Agreement, shall Agreement will retain and may fully exercise all of its protections, rights and elections under the U.S. Bankruptcy CodeCode and any similar laws in any other country. The Parties further agree thatEach Party hereby acknowledges that copies of research data, laboratory samples, product samples and inventory, formulas, laboratory notes and notebooks, pre-clinical research data and results, tangible Know-How and rights of reference, in the event each case that relate to such intellectual property, constitute “embodiments” of a rejection of this Agreement by either Party (for purposes of this Section (b) (such intellectual property pursuant to Section 365(n) Rights), of the “licensor”) in any bankruptcy proceeding by or against the licensor under the U.S. Bankruptcy Code, (a) and that the other Party (for purposes of this Section 12.2 (Section 365(n) Rights), the “licensee”) licensee 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, whichand the same, if not already in the licensee’s its possession, will be promptly delivered to it upon the licensee’s its written request therefortherefor and election under Bankruptcy Code Section 365(n)(1)(B) to retain the licenses granted hereunder. The provisions of this Section 17.4.2 (Section 365(n) Rights) are without prejudice to any rights the non-subject Party may have arising under the Code, laws of other jurisdictions governing insolvency and bankruptcy or other Applicable Law. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Code and any similar laws in any other country: (x) the right of access to any intellectual property (including all embodiments thereof) of the licensor, or any Third Party with whom the licensor contracts to perform an obligation of such licensor under this Agreement which is necessary for the Development, Manufacture or Commercialization of a Licensed Product; (y) the right to contract directly with any Third Party described in (x) to complete the contracted work and (bz) 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 such licensor will not interfere with the licensee’s rights to intellectual property and all embodiments of intellectual property, and will assist and not interfere with the licensee in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, CDC Products, regulatory filings and related rights, and technologyunder this Agreement.

Section 365(n) Rights. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for For purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Code”) and any similar laws in any other country, all rights and licenses granted under or pursuant to any Section of this Agreement are rights to “intellectual property” (as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code). Each Party agrees The Parties agree that the other Party, as a licensee of intellectual property such rights under this Agreement, shall Agreement will retain and may fully exercise all of its protections, rights and elections under the U.S. Bankruptcy CodeCode and any similar laws in any other country. The Parties further agree thatEach Party hereby acknowledges that copies of research data, laboratory samples, product samples and inventory, formulas, laboratory notes and notebooks, pre-clinical research data and results, tangible Know-How and rights of reference, in the event each case that relate to such intellectual property, constitute “embodiments” of a rejection of this Agreement by either Party (for purposes of this Section (b) (such intellectual property pursuant to Section 365(n) Rights), of the “licensor”) in any bankruptcy proceeding by or against the licensor under the U.S. Bankruptcy Code, (a) and that the other Party (for purposes of this Section 12.2 (Section 365(n) Rights), the “licensee”) licensee 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, whichand the same, if not already in the licensee’s its possession, will be promptly delivered to it upon the licensee’s its written request therefortherefor and election under Bankruptcy Code Section 365(n)(1)(B) to retain the licenses granted by Nurix to Gilead hereunder in the event of Nurix’s rejection of this Agreement, unless the licensor elects to continue to perform all of its obligations under this Agreement. The provisions of this Section 16.4.2 (Section 365(n) Rights) are without prejudice to any rights the non-subject Party may have arising under the Code, laws of other jurisdictions governing insolvency and bankruptcy or other Applicable Law. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Code and any similar laws in any other country: (x) the right of access to any intellectual property (including all embodiments thereof) of the licensor, or any Third Party with whom the licensor contracts to perform an obligation of such licensor under this Agreement which is necessary for the Development, Manufacture or Commercialization of a Licensed Product; (y) the right to contract directly with any Third Party described in (x) to complete the contracted work and (bz) 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 such licensor will not interfere with the licensee’s rights to intellectual property and all embodiments of intellectual property, and will assist and not interfere with the licensee in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, CDC Products, regulatory filings and related rights, and technologyunder this Agreement.

Section 365(n) Rights. All For purposes of Section 365(n) of the Code and any similar law, foreign or domestic, all rights and licenses granted under or pursuant to any Section of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of are rights to “intellectual property” (as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code) and any similar laws in any other country. Each Party agrees The Parties agree that the other Party, as a licensee of intellectual property such rights under this Agreement, shall Agreement will retain and may fully exercise all of its protections, rights and elections under the U.S. Bankruptcy Code and any similar laws in any other country. Each Party hereby acknowledges that copies of research data, laboratory samples, product samples and inventory, formulas, laboratory notes and notebooks, pre-clinical research data and results, tangible Know-How and rights of reference, in each case that are within the scope of intellectual property licensed to the non-debtor Party under this Agreement, and constitute “embodiments” of such intellectual property pursuant to Section 365(n) of the Code. The Parties further agree that, that in the event of the commencement of a rejection of this Agreement by either Party (for purposes of this Section (b) (Section 365(n) Rights), the “licensor”) in any bankruptcy proceeding by or against a licensor (i.e., the licensor debtor Party) under the U.S. Bankruptcy Code, (a) the Code or any analogous provisions in any other Party (for purposes of this Section 12.2 (Section 365(n) Rights)country or jurisdiction, the “licensee”) will licensee shall, to the extent provided in the Code or such applicable analogous provision, be entitled to a complete duplicate of (or complete access to, as appropriate) any all such intellectual property and property, including all embodiments of such intellectual propertyproperty ([***]), which, if not already in the licensee’s possession, will shall be promptly delivered to it upon written request (a) upon commencement of a qualifying bankruptcy proceeding, unless licensor continues to perform all of its obligations under this Agreement, or if not delivered pursuant to clause (a) above because licensor continues to perform, upon the rejection of this Agreement by or on behalf of licensor and licensee’s written request therefor, election under Section 365(n)(1)(B) to retain its rights under this Agreement (and (bany supplemental agreement) the licensor will not interfere with the licensee’s rights to such intellectual property and any embodiment thereof. The provisions of this Section 14.4.2 (Section 365(n) Rights) are without prejudice to any rights the non-subject Party may have arising under the Code, laws of other jurisdictions governing insolvency and bankruptcy or other Applicable Law. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Code and any similar laws in any other country: (x) the right of access to any intellectual property (including all embodiments thereof) of intellectual propertythe licensor, or any Third Party with whom the licensor contracts to perform an obligation of such licensor under this Agreement which is necessary for the Development, Manufacture or Commercialization of a Licensed Product and will assist licensed under this Agreement; (y) the right to contract directly with any Third Party described in (x) to complete the contracted work and not interfere (z) the right to cure any breach of or default under any such agreement with a Third Party and set off the licensee in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, CDC Products, regulatory filings and related rights, and technologycosts thereof against amounts payable to such licensor under this Agreement.