Common use of Application of the Code Clause in Contracts

Application of the Code. (a) The Parties agree that all rights and licenses granted to CareDx under this Agreement are rights and licenses to "intellectual property" as defined in Section 101(35A) (or its successors) of Title 11 of the United States Bankruptcy Code or its successor (“Code”). CareDx will, during the Term of the Agreement, have the rights set forth in this Agreement with respect to the Licensed IP of Illumina, when and as such Licensed IP of Illumina is developed or created by or for Illumina. In addition and without limitation to the foregoing, Illumina acknowledges and agrees that CareDx, as a licensee of Illumina’s Intellectual Property under this Agreement, will have and may fully exercise all rights available to it under the Code, including under Section 365(n) of the Code. In the event Illumina files for protection under the Code and the trustee for Illumina rejects this Agreement and, pursuant to Section 365(n) of the Code, CareDx elects to retain its rights under this Agreement as described in Section 365(n)(1)(B) of the Code, not in lieu or limitation of any other rights or remedies available to CareDx, Illumina or the trustee for Illumina or its assets will, at CareDx's written request, deliver to CareDx any Licensed IP of Illumina licensed to CareDx under this Agreement that Illumina is obligated to deliver or transfer to CareDx pursuant to Section 8.1 but that has not yet been delivered or transferred to CareDx in accordance with Section 8.1. (b) The Parties agree that all rights and licenses granted to Illumina under this Agreement are rights and licenses to “intellectual property” as defined in Section 101(35A) (or its successors) of the Code. Illumina will, during the Term of the Agreement, have the rights set forth in this Agreement with respect to the Improvements of CareDx, when and as such Improvements of CareDx are developed or created by or for CareDx. In addition and without limitation to the foregoing, CareDx acknowledges and agrees that Illumina, as a licensee of CareDx’s Intellectual Property under this Agreement, will have and may fully exercise all rights available to it under the Code, including under Section 365(n) of the Code. In the event CareDx files for protection under the Code and the trustee for CareDx rejects this Agreement and, pursuant to Section 365(n) of the Code, Illumina elects to retain its rights under this Agreement as described in Section 365(n)(1)(B) of the Code, not in lieu or limitation of any other rights or remedies available to Illumina, CareDx or the trustee for CareDx or its assets will, at Illumina’s written request, notify and provide to Illumina any Improvements of CareDx licensed to Illumina under this Agreement that CareDx is obligated to notify and provide to Illumina pursuant to Section 3.1 but that has not yet been provided to Illumina in accordance with Section 3.1.