Common use of Section 365(n) Clause in Contracts

Section 365(n). The Parties acknowledge and agree that (i) the Licensed IP is “intellectual property” as defined in Section 101(35A) of the United States Bankruptcy Code (the “Code”), as the same may be amended from time to time, that has been licensed hereunder in a contemporaneous exchange for value, (ii) all of the rights and licenses granted pursuant to Sections 2.01 and 2.02 are licenses to “intellectual property” as defined in Section 101(35A) of the Code and (iii) the Escrow Agreement is an agreement supplementary to this Agreement for purposes of Section 365(n)(1)(B) of the Code. Each Licensor acknowledges that if it, as a debtor in possession or a trustee in bankruptcy in a case under the Code, rejects this Agreement, each of its Licensees may elect to retain its rights under this Agreement as provided in Section 365(n) of the Code. Upon written request from such a Licensee to such Licensor or the bankruptcy trustee of such Licensor’s election to proceed under Section 365(n), such Licensor or the bankruptcy trustee shall comply in all respects with Section 365(n), including by not interfering with the rights of any of such Licensees as provided by this Agreement.