Common use of Application of the Code Clause in Contracts

Application of the Code. The Parties hereby agree that all rights and licenses granted by a Party (for purposes of this Section 12.4, “Licensor”) to the other Party (for purposes of this Section 12.4, “Licensee”) under this Agreement are rights and licenses in “intellectual property” within the scope of the applicable Debtor Relief Law, including Section 101 (or its successors) of the Code, and Licensee shall have and may fully exercise all rights available to a licensee under the applicable Debtor Relief Law, including under Section 365(n) of the Code or its successors. In the event of a case under a Debtor Relief Law involving Licensor, in addition to and not in lieu or limitation of any other rights or remedies available to Licensee, Licensee shall have the right to obtain (and Licensor or any trustee, receiver or equivalent under such Debtor Relief Law for Licensor or its assets will, at Licensee’s written request, deliver to Licensee) a copy of all embodiments of any of the Intellectual Property Rights licensed to Licensee under this Agreement, including embodiments of any and all Background Technology, Developed Technology, and any other intellectual property necessary or useful for Licensee, without the involvement of Licensor or a Third Party provider of Licensor, to use and exploit the embodiments as contemplated under this Agreement. In addition, Licensor shall take all steps reasonably requested by Licensee to perfect, exercise and enforce its rights under this Section 12.4, including filings in any patent or copyright office or with any other Regulatory Authorities with respect thereto, and under any applicable version of the Uniform Commercial Code or its equivalent.