Common use of Section 365(n) Clause in Contracts

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee not later than: (1) the commencement of bankruptcy proceedings against the licensor, upon written request, unless the licensor elects to perform its obligations under the Agreement, or (2) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the licensor, upon written request.

Appears in 3 contracts

Samples: Research and License Agreement (MorphoSys AG), Research and License Agreement (MorphoSys AG), Research and License Agreement (MorphoSys AG)

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Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee Licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee Licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee Licensee not later than: (1a) the commencement of bankruptcy proceedings against the licensor, upon written request, unless the licensor elects to perform its obligations under the Agreement, or (2b) if not delivered under (aSection 11.13(a) above, upon the rejection of this Agreement by or on behalf of the licensorLicensee, upon written request.

Appears in 1 contract

Samples: Exclusive License Agreement (TrovaGene Inc.)

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee not later than: (1a) the commencement of bankruptcy proceedings against the licensor, upon written request, unless the licensor elects to perform its obligations under the Agreement, or (2b) if not delivered under (a) Section 8.19.1 above, upon the rejection of this Agreement by or on behalf of the licensor, upon written request.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Orchid Biosciences Inc)

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee Licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee Licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee Licensee not later than: (1a) the commencement of bankruptcy proceedings against the licensorLicensor, upon written request, unless the licensor Licensor elects to perform its obligations under the Agreement, or (2b) if not delivered under (a) Section 11.14 above, upon the rejection of this Agreement by or on behalf of the licensorLicensee, upon written request.

Appears in 1 contract

Samples: License Agreement (Aduro Biotech, Inc.)

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee Licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee Licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee Licensee not later than: (1a) the commencement of bankruptcy proceedings against the licensor, upon written request, unless the licensor elects to perform its obligations under the Agreement, or (2b) if not delivered under (a) Section 11.13 above, upon the rejection of this Agreement by or on behalf of the licensorLicensee, upon written request.

Appears in 1 contract

Samples: Exclusive License Agreement (Stemline Therapeutics Inc)

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Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee Licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee Licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee Licensee not later than: : (1a) the commencement of bankruptcy proceedings against the licensorLicensor, upon written request, unless the licensor Licensor elects to perform its obligations under the Agreement, or or (2b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the licensorLicensee, upon written request.

Appears in 1 contract

Samples: Patent License Agreement (Tharimmune, Inc.)

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that the licensee may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Party files for bankruptcy in the United States or other jurisdiction. The Parties further agree that, in the event a licensee elects to retain its rights CONFIDENTIAL as a licensee under such Code, the licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to the licensee not later than: than (1a) the commencement of bankruptcy proceedings against the licensor, upon written request, unless the licensor elects to perform its obligations under the Agreement, or or (2b) if not delivered under (aSection 10.12(a) above, upon the rejection of this Agreement by or on behalf of the licensor, upon written request.

Appears in 1 contract

Samples: Option and License Agreement (Immunogen Inc)

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