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 each Party 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. The Parties further agree that, in the event either Party elects to retain its rights under such Code, such Party 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 non-bankrupt Party not later than: (a) the commencement of bankruptcy proceedings against the bankrupt Party, upon written request, unless the bankrupt Party elects to perform its obligations under the Agreement, or (b) if not delivered as set forth above, upon the rejection of this Agreement by or on behalf of the non-bankrupt Party, upon written request. The Parties acknowledge that the foregoing provisions of this Section 10.11 shall apply only when the bankruptcy proceedings with respect to either Party are conducted in the United States under the U.S. Bankruptcy Code and shall not apply when the bankruptcy or similar proceedings with respect to either Party are conducted in other jurisdiction where the mandatory laws governing bankruptcy or similar proceedings in such jurisdiction shall apply.

Section 365(n). (a) 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 each Party Each Party, as licensee, may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Code and any foreign equivalent thereto in any country having jurisdiction over a Party files for bankruptcy in the United Statesor its assets. The Parties further agree that, in the event either if a Party elects to retain its rights as a licensee under such Code, such Party 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 non-bankrupt licensee Party not later than: : (ai) the commencement of bankruptcy proceedings against the bankrupt Partylicensor, upon written request, unless the bankrupt Party licensor elects to perform its obligations under the Agreement, or or (bii) if not delivered as set forth aboveunder Section 15.10(a)(i), upon the rejection of this Agreement by or on behalf of the non-bankrupt Partylicensor, upon written request. (b) Any agreements supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the Bankruptcy Code. The Parties acknowledge that the foregoing provisions of this Section 10.11 shall apply only when the bankruptcy proceedings with respect to either Party are conducted in the United States under the U.S. Bankruptcy Code and shall not apply when the bankruptcy or similar proceedings with respect to either Party are conducted in other jurisdiction where the mandatory laws governing bankruptcy or similar proceedings in such jurisdiction shall apply[Signature page follows.]

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 each Party Party, as licensee, may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Code and any foreign equivalent thereto in any country having jurisdiction over a Party files for bankruptcy in the United Statesor its assets. The Parties further agree that, in the event either that a Party elects to retain its rights as a licensee under such Code, such Party shall will be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall will be delivered to the non-bankrupt licensee Party not later than: : (a) the commencement of bankruptcy proceedings against the bankrupt Partylicensor, upon written request, unless the bankrupt Party licensor elects to perform its obligations under the Agreement, or ; or (b) if not delivered as set forth under Section 15.13(a) (Section 365(n)) above, upon the rejection of this Agreement by or on behalf of the non-bankrupt Partylicensor, upon written request. The Parties acknowledge that Any agreements supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the foregoing provisions of this Section 10.11 shall apply only when the bankruptcy proceedings with respect to either Party are conducted in the United States under the U.S. Bankruptcy Code and shall not apply when the bankruptcy or similar proceedings with respect to either Party are conducted in other jurisdiction where the mandatory laws governing bankruptcy or similar proceedings in such jurisdiction shall applyCode.

Section 365(n). (a) 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 each Party Each Party, as licensee, may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Code and any foreign equivalent thereto in any country having jurisdiction over a Party files for bankruptcy in the United Statesor its assets. The Parties further agree that, in the event either if a Party elects to retain its rights as a licensee under such Code, such Party 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 non-bankrupt licensee Party not later than: : (ai) the commencement of bankruptcy proceedings against the bankrupt Partylicensor, upon written request, unless the bankrupt Party licensor elects to perform its obligations under the Agreement, or or (bii) if not delivered as set forth aboveunder Section 15.10(a)(i), upon the rejection of this Agreement by or on behalf of the non-bankrupt Partylicensor, upon written request. The Parties acknowledge that . (b) Any agreements supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the foregoing provisions of this Section 10.11 shall apply only when the bankruptcy proceedings with respect to either Party are conducted in the United States under the U.S. Bankruptcy Code and shall not apply when the bankruptcy or similar proceedings with respect to either Party are conducted in other jurisdiction where the mandatory laws governing bankruptcy or similar proceedings in such jurisdiction shall applyCode.

Section 365(n). 13.11.1. 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 each Party Each Party, as licensee, may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether either Code and any foreign equivalent thereto in any country having jurisdiction over a Party files for bankruptcy in the United Statesor its assets. The Parties further agree that, in the event either if a Party elects to retain its rights as a licensee under such Code, such Party 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 non-bankrupt licensee Party not later than: : (ai) the commencement of bankruptcy proceedings against the bankrupt Partylicensor, upon written request, unless the bankrupt Party licensor elects to perform its obligations under the Agreement, or or (bii) if not delivered as set forth aboveunder Section 13.11.1(i), upon the rejection of this Agreement by or on behalf of the non-bankrupt Partylicensor, upon written request. 13.11.2. The Parties acknowledge that Any agreements supplemental hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the foregoing provisions of this Section 10.11 shall apply only when the bankruptcy proceedings with respect to either Party are conducted in the United States under the U.S. Bankruptcy Code and shall not apply when the bankruptcy or similar proceedings with respect to either Party are conducted in other jurisdiction where the mandatory laws governing bankruptcy or similar proceedings in such jurisdiction shall applyCode. [Signature page follows.]