Common use of Termination on Bankruptcy or Insolvency Clause in Contracts

Termination on Bankruptcy or Insolvency. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and shall otherwise be deemed to be, for purposes of Article 365(n) of the U.S. Bankruptcy Code, if applicable, licenses of right to “intellectual property” as defined under Article 101 of the U.S. Bankruptcy Code. The Parties agree that Merck, as licensor of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Code, Merck shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in Merck’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Merck’s written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by Licensor upon written request therefor by Merck.

Termination on Bankruptcy or Insolvency. All rights and licenses granted under or pursuant to this Agreement by Licensor are, and shall otherwise be deemed to be, for purposes of Article Section 365(n) of the U.S. Bankruptcy Code, if applicable, licenses of right to “intellectual property” as defined under Article Section 101 of the U.S. Bankruptcy Code. The Parties agree that MerckCompany, as licensor of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Codean Insolvency Event with respect to Licensor, Merck Company shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in MerckCompany’s possession, shall be promptly delivered to it (ai) upon following any such commencement of a bankruptcy proceeding upon MerckCompany’s written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (a), following the rejection of this Agreement by Licensor upon written request therefor by MerckCompany.