Common use of Section 365(n) Clause in Contracts

Section 365(n). (a) All rights and licenses granted under or pursuant to this Agreement are, and will 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(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) the parties agree that each party, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor under the U.S. Bankruptcy Code, each party as a licensee will be entitled to a complete duplicate of or complete access to (as the licensee-party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) such intellectual property and all embodiments thereof will be promptly delivered to the licensee-party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-party, unless the licensor-party elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party upon written request therefor by the licensee party. The foregoing is without prejudice to any rights a licensee-party may have arising under the U.S. Bankruptcy Code or other applicable Law.

Section 365(n). (a) All rights and licenses granted under or pursuant to this Agreement are, and will 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(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) the parties agree that each party, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor under the U.S. Bankruptcy Code, each party as a licensee will be entitled to a complete duplicate of or complete access to (as the licensee-party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) such intellectual property and all embodiments thereof will be promptly delivered to the licensee-party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-party, unless the licensor-party elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party upon written request therefor by the licensee party. The foregoing is without prejudice to any rights a licensee-party may have arising under the U.S. Bankruptcy Code or other applicable Law. In the event either Party, or any of their respective Affiliates, is the subject of proceedings under the bankruptcy or insolvency laws of any jurisdiction other than the United States, all of the rights and licenses granted under or pursuant to this Agreement shall be characterized, to the greatest extent possible under the laws of such jurisdiction, as necessary to preserve the benefits, rights, and licenses granted to the licensee-party as set forth in this Agreement.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of of, or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property; and (d) provided, that such intellectual property other Party continues to fulfill its obligations as specified herein in full. Such Intellectual Property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or Code, other applicable Law, or this Agreement. (b) Nothing in this Section 2.4 shall be deemed any admission that this Agreement is an executory contract or that this Agreement or any obligation hereunder is otherwise subject to rejection or disavowal in the bankruptcy, liquidation, reorganization, receivership, assignment for the benefit of creditors, administration, insolvency, or similar proceeding or circumstance (an “Insolvency Proceeding”) of any Party (the “Withdrawing Party”), nor any admission that upon any such proceeding or circumstance involving a Party, or upon any such rejection or disavowal by a Party, the other Party (or any sublicensee thereof) would lose or not be able to enforce or benefit from any right hereunder (or under any applicable sublicense). (c) Each of the Parties agrees and acknowledges, as a licensor of Intellectual Property under this Agreement, in entering this Agreement and granting the rights it respectively grants under this Agreement, and in its efforts to protect its own valuable Intellectual Property, it has relied on the particular skills and business qualities of the other Party as recipient of such rights. Such skills and business qualities include the expected future innovation of the other Party, and the particular market segments addressed by the other Party in its business. Each of the Parties further agrees and acknowledges that upon the occurrence of any Insolvency Proceeding, this Agreement is of the type described in Section 365(c)(1) and (e)(2) of the Bankruptcy Code, and under any other applicable Law, for such reasons. (d) In the event of an Insolvency Proceeding, the Party that is not the Withdrawing Party (the “Non-Withdrawing Party”) shall have the right, but not the obligation, to purchase the Withdrawing Party’s interests hereunder (the “Withdrawing Party’s Interest”), including any right to receive any future payments hereunder (whether for Net Profits, Incentive Payments, or otherwise), any rights to exclusive ownership of any Intellectual Property that is owned jointly hereunder, and any rights in the Withdrawing Party’s Customer Agreements. The purchase price for the Withdrawing Party’s Interest (the “Withdrawing Purchase Price”) shall be fair market value, where such fair market value takes into consideration future amounts payable under this Agreement, as well as all the additional development and manufacturing costs for Products that a Third Party with standard manufacturing capacity would bear alone (as opposed to splitting with the Withdrawing Party), and shall be determined by the applicable bankruptcy court overseeing the Insolvency Proceeding. In the event the Non-Withdrawing Party desires to exercise to purchase the Withdrawing Party’s Interest for the Withdrawing Purchase Price, the Non-Withdrawing Party shall deliver a written notice to the Withdrawing Party indicating the desire to exercise such right and setting a closing date for consummation of the purchase of the Withdrawing Party’s Interest, which closing date shall be no earlier than seventy-five (75) days after the date of such notice (the “Withdrawal Date”). Payment of the Withdrawing Purchase Price shall be made in cash on the Withdrawal Date unless the parties agree otherwise, and, upon the Withdrawal Date, the Withdrawing Party shall, and hereby does, assign all Intellectual Property that is owned jointly hereunder to the Non-Withdrawing Party, and the Withdrawing Party further agrees to take all action and execute all documents in order to effectuate the transfer of the Withdrawing Party’s Interest to the Non-Withdrawing Party thereafter.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement (including the Infinity Know-How which is preclinical and clinical data generated with respect to FAAH Products in the course of the Research Program) are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, as now or hereafter in effect (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (ia) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (iib) if not delivered under subsection (ia) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Law.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Lawlaw.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of of, or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property; and (d) provided, that such intellectual property other Party continues to fulfill its obligations as specified herein in full. Such Intellectual Property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or Code, other applicable Law, or this Agreement. (b) Nothing in this Section 2.7 shall be deemed any admission that this Agreement is an executory contract or that this Agreement or any obligation hereunder is otherwise subject to rejection or disavowal in the bankruptcy, liquidation, reorganization, receivership, assignment for the benefit of creditors, administration, insolvency, or similar proceeding or circumstance (an “Insolvency Proceeding”) of any Party (the “Withdrawing Party”), nor any admission that upon any such proceeding or circumstance involving a Party, or upon any such rejection or disavowal by a Party, the other Party (or any sublicensee thereof) would lose or not be able to enforce or benefit from any right hereunder (or under any applicable sublicense). (c) Each of the Parties agrees and acknowledges, as a licensor of Intellectual Property under this Agreement, in entering this Agreement and granting the rights it respectively grants under this Agreement, and in its efforts to protect its own valuable Intellectual Property, it has relied on the particular skills and business qualities of the other Party as recipient of such rights. Such skills and business qualities include the expected future innovation of the other Party, and the particular market segments addressed by the other Party in its business. Each of the Parties further agrees and acknowledges that upon the occurrence of any Insolvency Proceeding, this Agreement is of the type described in Section 365(c)(1) and (e)(2) of the Bankruptcy Code, and under any other applicable Law, for such reasons.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement (including the Infinity Know-How which is preclinical and clinical data generated with respect to Products in the course of the Research Program) are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, as now or hereafter in effect (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (ia) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (iib) if not delivered under subsection (ia) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Law.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable law. (b) Nothing in this Section 2.4 shall be deemed any admission that this Agreement is an executory contract or that this Agreement or any obligation hereunder is otherwise subject to rejection or disavowal in the bankruptcy, liquidation, reorganization, receivership, assignment for the benefit of creditors, administration, insolvency, or similar proceeding or circumstance (an “Insolvency Proceeding”) of any Party, nor any admission that upon any such proceeding or circumstance involving a Party, or upon any such rejection or disavowal by a Party, the other Party (or any sublicensee thereof) would lose or not be able to enforce or benefit from any right hereunder (or under any applicable sublicense. (c) Each of the Parties agrees and acknowledges, as a licensor of intellectual property under this Agreement, in entering this Agreement and granting the rights it respectively grants under this Agreement, and in its efforts to protect its own valuable intellectual property, it has relied on the particular skills and business qualities of the other Party as recipient of such rights. Such skills and business qualities include the expected future innovation of the other Party, and the particular market segments addressed by the other Party in its business. Each of the Parties further agrees and acknowledges that upon the occurrence of any Insolvency Proceeding, this Agreement is of the type described in Section 365(c)(1) and (e)(2) of the Bankruptcy Code, and under any other applicable Law, for such reasons.