Common use of Termination for Insolvency Clause in Contracts

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 8 contracts

Samples: Neurology Drug Discovery and Development Collaboration, Option and License Agreement (Ionis Pharmaceuticals Inc), Strategic Neurology Drug Discovery and Development Collaboration, Option and License Agreement (Ionis Pharmaceuticals Inc), New Strategic Neurology Drug Discovery and Development Collaboration, Option and License Agreement (Ionis Pharmaceuticals Inc)

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Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 4 contracts

Samples: Product Development and Commercialization Agreement, Product Development and Commercialization Agreement (ChemoCentryx, Inc.), Product Development and Commercialization Agreement (ChemoCentryx, Inc.)

Termination for Insolvency. (a) 12.6.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 ninety (90) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.6.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. 12.6.3 If GSK terminates this Agreement pursuant to Section 12.6.1, the provisions of Section 12.7.3 shall apply. 12.6.4 If Regulus terminates this Agreement pursuant to Section 12.6.1, the provisions of Section 12.7.4 shall apply.

Appears in 3 contracts

Samples: Product Development and Commercialization Agreement (Regulus Therapeutics Inc.), Product Development and Commercialization Agreement (Regulus Therapeutics Inc.), Product Development and Commercialization Agreement (Isis Pharmaceuticals Inc)

Termination for Insolvency. (a) 10.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 ninety (90) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 10.4.2 All rights and licenses granted under or pursuant to any section Section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 3 contracts

Samples: Exclusive License and Nonexclusive Option Agreement, Exclusive License and Nonexclusive Option Agreement (Regulus Therapeutics Inc.), Exclusive License and Nonexclusive Option Agreement (Isis Pharmaceuticals Inc)

Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 [***] ([***]) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchsuch intellectual property, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 2 contracts

Samples: Co Development, Co Promotion, Marketing and Licensing Agreement, Co Development, Co Promotion, Marketing and Licensing Agreement

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 days [ * ] Calendar Days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 2 contracts

Samples: Research and Development Collaboration and License Agreement (Dynavax Technologies Corp), Research and Development Collaboration and License Agreement (Dynavax Technologies Corp)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) or analogous provisions of Applicable Law outside the US licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. Upon the commencement of a bankruptcy proceeding of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchall embodiments which, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementupon written request.

Appears in 2 contracts

Samples: Strategic Collaboration Agreement (Ionis Pharmaceuticals Inc), Strategic Collaboration Agreement (Isis Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 one hundred and eighty (180) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 2 contracts

Samples: Research and Development Collaboration, Option, and License Agreement, Research and Development Collaboration, Option, and License Agreement (OncoMed Pharmaceuticals Inc)

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 days [***] after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the "Bankruptcy Code") licenses of rights to "intellectual property" as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Appears in 1 contract

Samples: Research and Development Collaboration, Option and License Agreement (Anacor Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: HTT Research, Development, Option and License Agreement (Isis Pharmaceuticals Inc)

Termination for Insolvency. (a) 15.5.1 Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such other Party consents to the involuntary bankruptcy or such petition will is not be dismissed within 90 [***] days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditorscreditors (each, an “Insolvency Event”). (b) 15.5.2 All rights and licenses now or hereafter granted by Fate to Xxxxxxx under or pursuant to any section this Agreement, including, for the avoidance of this Agreement are doubt, the licenses granted to Xxxxxxx pursuant to Section 5.1 and will otherwise be deemed to be 5.4, are, for all purposes of Section 365(n) of Xxxxx 00Title 11 of the United States Code, Xxxxxx Xxxxxx Code as amended (such Title 11, the “Bankruptcy Code”) ), licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will Upon the occurrence of any Insolvency Event with respect to Fate, Fate agrees that Xxxxxxx, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. Upon Without limiting the bankruptcy generality of the foregoing, Fate and Xxxxxxx intend and agree that any Partysale of Fate’s assets under Section 363 of the Bankruptcy Code shall be subject to Xxxxxxx’x rights under Section 365(n), that Xxxxxxx cannot be compelled to accept a money satisfaction of its interests in the non-bankrupt Party will further intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be entitled made to a complete duplicate ofpurchaser “free and clear” of Xxxxxxx’x rights under this Agreement and Section 365(n) without the express, contemporaneous consent of Xxxxxxx. Further, each Party agrees and acknowledges that no payments by Xxxxxxx to Fate hereunder, other than royalty payments pursuant to Section 10.6 of this Agreement or Section 6.5 of Profit Share Product Exhibit, U.S. Pre-Tax Profits and Losses payments pursuant to Section 6.4 of the Profit Share Product Exhibit and payments for Sales Milestone Events pursuant to Section 10.5 of this Agreement or pursuant to Section 6.2 of the Profit Share Product Exhibit, shall constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code and relate to licenses of intellectual property hereunder. Fate shall, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. Fate and Xxxxxxx acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) include the Master iPSC Bank, any CD34 Compositions, laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Filings and Regulatory Approvals. If (i) a case under the Bankruptcy Code is commenced by or against Fate, (ii) this Agreement is rejected as provided in the Bankruptcy Code, and (iii) Xxxxxxx elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Fate (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall: (a) provide to Xxxxxxx all such intellectual property (including all embodiments thereof) held by Fate and such successors and assigns, or complete access tootherwise available to them, immediately upon Xxxxxxx’x written request. Whenever Fate or any of its successors or assigns provides to Xxxxxxx any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 15.5.2, Xxxxxxx shall have the right to perform Fate’s obligations hereunder with respect to such intellectual property, and such, if not already in its possession, will be promptly delivered to but neither such provision nor such performance by Xxxxxxx shall release Fate from liability resulting from rejection of the non-bankrupt Party, unless license or the bankrupt Party elects in writing to continue, and continues, failure to perform all of its obligations such obligations; and; and (b) not interfere with Xxxxxxx’x rights under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. 15.5.3 All rights, powers and remedies of Xxxxxxx provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Fate. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section 365(n): (a) the right of access to any intellectual property (including all embodiments thereof) of Fate, or any Third Party with whom Fate contracts to perform an obligation of Fate under this Agreement, and, in the case of the Third Party, which is necessary for the manufacture, use, sale, import or export of Collaboration Candidates or Licensed Products; and (b) the right to contract directly with any Third Party to complete the contracted work.

Appears in 1 contract

Samples: Collaboration and Option Agreement (Fate Therapeutics Inc)

Termination for Insolvency. (a) Either Party may immediately terminate this the Agreement if(and all SOWs, at any time, the Order Documents and other Party files agreements) in any court whole or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or part if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make Party: a) Makes an assignment of substantially all of its assets for the benefit of creditors, admits in writing its inability to pay debts as they mature, or ceases operating in the normal course of business. (b) All rights and licenses granted under Has a receiver or pursuant trustee appointed by a court over the Party or any substantial part of the Client’s assets. c) Becomes insolvent or is unable to pay its debts as they become due. d) Authorizes, applies for or consents to the appointment of a trustee or liquidator of all or a substantial part of its assets or has proceedings seeking such an appointment commenced against it which are not terminated within ninety (90) days of such commencement. e) Has any substantial part of its property subjected to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(nlevy, seizure, assignment or sale for, or by any creditor or governmental agency without said levy, seizure, assignment or sale being lifted, released, reversed or satisfied within ten (10) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”days. f) licenses of rights to “intellectual property” as defined in Section 101(56) Files a voluntary petition under any chapters of the United States Bankruptcy Code. The Parties will retain Code or any other insolvency law or an involuntary proceeding has been commenced by any Party against the Party under any one of the chapters of the United States Bankruptcy Code or any other insolvency law and may fully exercise all (A) the proceeding has been pending for at least sixty (60) days; or (B) the Party has consented, either expressly or by operation of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Partylaw, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless entry of an order for relief; or (C) the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementhas been decreed or adjudged a debtor or equivalent.

Appears in 1 contract

Samples: Master Services Agreement

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: HTT Research, Development, Option and License Agreement (Ionis Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) or analogous provisions of Applicable Law outside the US licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. Upon the commencement of a bankruptcy proceeding of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchall embodiments which, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementupon written request.

Appears in 1 contract

Samples: Collaboration, License and Development Agreement (Isis Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 one hundred and eighty (180) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) All . To the extent permitted under Law, all rights and licenses granted under or pursuant to any section of this Agreement Agreement, including any option to receive a license, are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (35A) of the Bankruptcy Code. The Parties will acknowledge that each BSP Option provided herein is, to the extent permitted under Law, an exclusivity provision within the meaning of Section 365(n) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Collaboration and Option Agreement (OncoMed Pharmaceuticals Inc)

Termination for Insolvency. In the event that either Party (aor, in the case of Biosense, an Affiliate of Biosense that holds the IND or a Regulatory Approval for RX-3117 or a Licensed Product in the Territory) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for makes an arrangement or assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee of the Party over all or of substantially all of its assets; property, files a petition under any bankruptcy or if insolvency act in any state or country or has any such petition filed against it which is not discharged within [***] calendar days of the filing thereof, then the other Party proposes a may terminate this Agreement effective immediately upon written agreement of composition or extension of substantially notice to such Party. In connection therewith, all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (Rexahn Pharmaceuticals, Inc.)

Termination for Insolvency. If, at any time during the Term, (a) Either a case is commenced by or against either Party may terminate this Agreement ifunder Xxxxx 00, at any timeXxxxxx Xxxxxx Code, as amended, or analogous provisions of applicable Laws outside the other United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] after the commencement thereof, (b) either Party files in any court for or agency pursuant is subject to any statute the institution of bankruptcy, liquidation or regulation of any state receivership proceedings (other than a case under the Bankruptcy Code), (c) either Party assigns all or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all substantial portion of its assets for the benefit of creditors. , (bd) a receiver or custodian is appointed for either Party’s business, or (e) a substantial portion of either Party’s business is subject to attachment or similar process (each of ((a) through (e)), a “Bankruptcy Event”); then, in any case of ((a) through (e)), the other Party may terminate this Agreement upon written notice to the extent permitted under applicable Laws; provided that, to the extent required by the Bankruptcy Code, HCW shall only have the right to terminate the Agreement if this Agreement is rejected by Wugen as provided in the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and will shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.Article 101(35A)

Appears in 1 contract

Samples: Exclusive License Agreement (HCW Biologics Inc.)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceedingProceeding, and such petition will not be dismissed within 90 calendar days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) or analogous provisions of Applicable Law outside the U.S. licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. Code or analogous provisions of Applicable Law outside the U.S. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Code or analogous provisions of Applicable Law outside the U.S. Upon the commencement of a bankruptcy Proceeding of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchall embodiments which, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementupon written request.

Appears in 1 contract

Samples: Collaboration and License Agreement (Ionis Pharmaceuticals Inc)

Termination for Insolvency. Subject to Applicable Law, either Party (ai.e., the non-insolvent Party) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Tixxx 00, Xxxxxx Xxxxxx Code Xode (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual propertyproperty or relating to obtaining protection of or maintaining same, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (Egalet Corp)

Termination for Insolvency. (a) Either If voluntary or involuntary proceedings by or against a Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition are instituted in bankruptcy under any insolvency law, or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee custodian is appointed for such Party, or proceedings are instituted by or against such Party, in each of the Party or foregoing cases only if it is for dissolution of substantially all such Party, which proceedings, if involuntary, shall not have been dismissed within * after the date of its assets; or if filing, then this Agreement may be terminated by the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditorsParty. (b) All rights and licenses granted under or pursuant to any section of this Agreement are are, and will otherwise shall be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the United States Bankruptcy Code”) , * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. licenses of rights to "intellectual property" as defined in under Section 101(56) of the United States Bankruptcy Code. The Parties will retain and may fully exercise all agree that in the event of their respective rights and elections the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt other Party will further shall be entitled to a complete duplicate of, or complete access to, to any such intellectual property, and suchall embodiments of such intellectual property, if not already in its possession, will be promptly delivered pertaining to the non-bankrupt Partyrights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced, unless the bankrupt Party elects in writing to continuesubject, and continueshowever, to perform all payment of its obligations under the fees, milestone payments and royalties set forth in this AgreementAgreement through the effective date of any termination hereunder.

Appears in 1 contract

Samples: Collaboration and License Agreement (Avalon Pharmaceuticals Inc)

Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 [***] ([***]) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchsuch intellectual property, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Collaboration Agreement (Orexigen Therapeutics, Inc.)

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Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 […***…] ([…***…]) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchsuch intellectual property, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Collaboration Agreement (Orexigen Therapeutics, Inc.)

Termination for Insolvency. (a) 11.3.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 11.3.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Co Development, Collaboration and License Agreement (Pacira Pharmaceuticals, Inc.)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will is not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be is a party to any dissolution or liquidation; or if the other Party will make makes an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101(35A) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Research, Development, and License Agreement (Ionis Pharmaceuticals Inc)

Termination for Insolvency. (a) 13.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 days [********] after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 13.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the "Bankruptcy Code") licenses of rights to "intellectual property" as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Development and License Agreement (EPIX Pharmaceuticals, Inc.)

Termination for Insolvency. (a) Either Party may immediately terminate this Agreement if, at any time, time upon written notice to the other Party files if: (i) such other Party admits in any court writing that is it unable to pay its debts when due or agency pursuant (being a company) is deemed unable to any statute or regulation pay its debts within the meaning of any state or country section 123 of the Insolvency Xxx 0000; (ii) a petition is filed, a resolution is passed, or an order is made, for or in bankruptcy connection with the winding-up of such other Party other than for the sole purpose of a scheme for a solvent amalgamation of such Party with one or insolvency more other companies or for reorganization the solvent reconstruction of that Party, if not dismissed, bonded or for stayed within forty-five (45) days, to the extent applicable; or (iii) an arrangement application is made to court, or an order is made, for the appointment of a receiver an administrator, or trustee if an administrator is appointed over such other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or (iv) any event occurs, or proceeding is taken, with respect to such other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed events mentioned in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets this Section 7.2(c) (Termination for the benefit of creditors. (b) Insolvency). All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and will shall otherwise be deemed to be be, for purposes of Section 365(n) of the Xxxxx 00, Xxxxxx Xxxxxx Code Code, as amended (the “Bankruptcy Code”) ), licenses of rights to “intellectual property” as defined in Section 101(56under Article 101(35A) of the Bankruptcy Code. The Parties will agree that Licensee, as a licensee of such intellectual property rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: License Agreement (PharmaCyte Biotech, Inc.)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Research, Development and License Agreement (Isis Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such other Party consents to the involuntary bankruptcy or such petition will is not be dismissed within 90 [***] days after the filing thereof; , or if the other Party will shall propose or be a party to any * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section Section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code or any foreign equivalent thereof (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights rights, licenses and elections granted herein under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Collaboration and Option Agreement (Fate Therapeutics Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will is not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be is a party to any dissolution or liquidation; or if the other Party will make makes an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Factor B Development Collaboration, Option and License Agreement (Ionis Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 one hundred and eighty (180) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-non- bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Research and Development Collaboration, Option, and License Agreement (OncoMed Pharmaceuticals Inc)

Termination for Insolvency. (a) Either Party 13.7.1 Subject to applicable law, Tris may terminate this Agreement Agreement, if, at any time, the other Party files Alpharma shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party Alpharma or of substantially all of its assets; , or if the other Party Alpharma proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will Alpharma shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will Alpharma shall propose or be a party to any dissolution or liquidation; , or if the other Party will Alpharma shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 13.7.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the "Bankruptcy Code") licenses of rights to "intellectual property" as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual propertyproperty or relating to obtaining protection of or maintaining same, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Development and License Agreement (Alpharma Inc)

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Strategic Neurology Drug Discovery and Development Collaboration, Option and License Agreement (Ionis Pharmaceuticals Inc)

Termination for Insolvency. (a) 10.5.1 Either Party may terminate this Agreement ifAgreement, at any timein whole or in part, as the terminating Party may determine, by written notice to the other Party files in any court the event that such other Party shall: (A) have become insolvent or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for bankrupt, (B) have made an arrangement or assignment for the appointment of a receiver or trustee of the Party or of substantially all benefit of its assets; creditors, (C) have been appointed a trustee or if the other receiver of such Party proposes for all or a written agreement of composition or extension of substantially all substantial part of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceedingproperty, and not dismissed within 90 days, or (D) have any case or proceeding commenced or other action taken by or against such petition will Party (as to which, if involuntarily commenced against such Party, such Party not be dismissed being able to obtain dismissal within 90 days after the filing commencement thereof; ) in bankruptcy or if the other Party will propose seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all readjustment of its assets for the benefit of creditorsdebts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or applicable law now or hereafter in effect. (b) 10.5.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Software Development and License Agreement (Volcano CORP)

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) All 12.4.2 The Parties intend that all rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101(35A) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon To the extent lawful, upon the bankruptcy of any either Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual propertyproperty in tangible form, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Appears in 1 contract

Samples: Product Development and Commercialization Agreement (Targacept Inc)

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