Common use of Termination by Merck Clause in Contracts

Termination by Merck. In the event that this Agreement is terminated by Merck under Section 8.5.2 then in addition to the provisions of Section 8.6 (which shall apply) this Section 8.8.1 shall also apply. In the event that this Agreement is terminated due to the rejection of this Agreement by or on behalf of Ablynx due to an Insolvency Event (or other termination event under Section 8.5.2 by Merck), all licenses and rights to licenses granted under or pursuant to this Agreement by Ablynx to Merck are and shall otherwise be deemed to be licenses of rights to “intellectual property”. The Parties agree that Merck, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under any applicable insolvency statute, and that upon commencement of an Insolvency Event (or other termination event under Section 8.5.2) by or against Ablynx, Merck shall be entitled to a complete duplicate of or complete access to (as Merck deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to Merck (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by Merck, unless Ablynx 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 Ablynx, then upon written request therefore. The provisions of this Section 8.8.1 shall be (1) without prejudice to any rights Merck may have arising under any applicable insolvency statute or other applicable law and (2) effective only to the extent permitted by applicable law.