Common use of Section 365(n) Clause in Contracts

Section 365(n). All rights and licenses granted under or pursuant to this Agreement by Forest or Microbia 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 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding 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, and same, if not already in their possession, will be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject party.

Section 365(n). All rights and licenses granted under or pursuant to this Agreement by Forest AstraZeneca or Microbia Ironwood 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 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding 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, and same, if not already in their possession, will be promptly delivered to them (ia) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject party.

Section 365(n). All rights and licenses granted under or pursuant to this Agreement by Forest VistaGen or Microbia EverInsight are, and will otherwise be deemed to be, for the purposes of Section 365(n) of the U.S. Bankruptcy Code, and any similar law in the Territory, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or any similar law in the Territory. The Parties agree that the Partieseach Party, as licensees of such rights under this Agreement, will retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy CodeCode or any similar law in the Territory. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy CodeCode or any similar law in the Territory, the Party hereto that is not a party to such proceeding 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, and same, if not already in their possession, will be promptly delivered to them (ia) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject party.

Section 365(n). All rights and licenses granted under or pursuant to this Agreement by Xxxxxx Xxxxx or Forest or Microbia are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode and any comparable laws in other countries, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy CodeCode and such other laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy CodeParty, the Party hereto that is not a party to such proceeding 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, and same, if not already in their its possession, will be promptly delivered to them it (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject partyParty.

Section 365(n). All rights and licenses granted under or pursuant to this Agreement by Forest Sxxxx or Microbia Pfizer are, and will otherwise be deemed to be, for the purposes of Section 365(n) of the U.S. Bankruptcy Code, and any similar Applicable Law (“Bankruptcy Law XE "Bankruptcy Law" \t "See 2.9" ”), licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or any similar Bankruptcy Laws. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy CodeLaws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. any Bankruptcy CodeLaw, the Party hereto that is not a party to such proceeding 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, and same, if not already in their possession, will be promptly delivered to them (ia) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject party.

Section 365(n). All The parties acknowledge and agree that all rights and licenses granted under or pursuant to this Agreement by Forest to Mundipharma or Microbia Cidara are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy CodeCode and other similar foreign laws, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy CodeCode or other similar foreign laws. The Parties parties agree that the Parties, as licensees of such rights under this Agreement, will parties shall retain and may fully exercise all of their rights and elections under the U.S. United States Bankruptcy CodeCode (or any comparable provision of the laws applicable to bankruptcies or insolvencies), and other similar foreign laws. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party a party under the U.S. United States Bankruptcy Code, the Party hereto that is not a non‑debtor party to such proceeding will shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertyproperty and the same, and samewhich, if not already in their the non‑debtor party’s possession, will shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon their the non‑debtor party’s written request therefor, unless the Party subject to such proceeding elects to continue debtor party continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding debtor party upon written request therefor by the non-subject non‑debtor party.