Common use of Effect on Licenses Clause in Contracts

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor to SPL are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. Licensor agrees that SPL, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this Agreement. Licensor agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor under the Insolvency Statute, Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trustee) shall, (i) as SPL may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor including, where applicable and without limitation, providing to SPL portions of such intellectual property (including embodiments thereof) held by Licensor and such successors and assigns or otherwise available to them; or (B) provide to SPL all such intellectual property (including all embodiments thereof) held by Licensor and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL 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.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor to SPL Schering are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. Licensor agrees that SPLSchering, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL Schering makes all royalty payments under this Agreement. Licensor agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor under the Insolvency Statute, Licensor (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trustee) shall, (i) as SPL Schering may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor including, where applicable and without limitation, providing to SPL Schering portions of such intellectual property (including embodiments thereof) held by Licensor and such successors and assigns or otherwise available to them; or (B) provide to SPL Schering all such intellectual property (including all embodiments thereof) held by Licensor and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL Schering 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.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor Sparta to SPL SP Ltd. are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. Licensor Sparta agrees that SPLSP Ltd., as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this AgreementStatute. Licensor Sparta agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor Sparta under the Insolvency Statute, Licensor Sparta (in any capacity, including debtor-in-in- possession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteeTrustee) shall, (i) as SPL SP Ltd. may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor Sparta including, where applicable and without limitation, providing to SPL SP Ltd. portions of such intellectual property (including embodiments thereof) held by Licensor Sparta and such successors and assigns or otherwise available to them; or (B) provide to SPL SP Ltd. all such intellectual property (including all embodiments thereof) held by Licensor Sparta and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL SP Ltd. 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.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor GalaGen to SPL Wyeth-Ayerst are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency StatuteTitle 11"), licenses of rights to "intellectual property" as defined in the Insolvency StatuteTitle 11. Licensor GalaGen agrees that SPLWyeth-Ayerst, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this AgreementTitle 11. Licensor GalaGen agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor GalaGen under the Insolvency StatuteTitle 11, Licensor GalaGen (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteea Title 11 Trustee) shall, (i) as SPL Wyeth-Ayerst may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor GalaGen including, where applicable and without limitation, providing to SPL Wyeth-Ayerst portions of such intellectual property (including embodiments thereof) held by Licensor GalaGen and such successors and assigns or otherwise available to them; or (B) provide to SPL Wyeth-Ayerst all such intellectual property (including all embodiments thereof) held by Licensor GalaGen and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL Wyeth-Ayerst 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.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor GalaGen to SPL Wyeth-Ayerst are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency StatuteTitle 11"), licenses of rights to "intellectual property" as defined in the Insolvency StatuteTitle 11. Licensor GalaGen agrees that SPLWyeth-Ayerst, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this AgreementTitle 11. Licensor GalaGen agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor GalaGen under the Insolvency StatuteTitle 11, Licensor GalaGen (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteea Title 11 Trustee) shall, , (i) as SPL Wyeth-Ayerst may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor GalaGen including, where applicable and without limitation, providing to SPL Wyeth-Ayerst portions of such intellectual property (including embodiments thereof) held by Licensor GalaGen and such successors and assigns or otherwise available to them; or (B) provide to SPL Wyeth-Ayerst all such intellectual property (including all embodiments thereof) held by Licensor GalaGen and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL 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.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor Neose to SPL Wyeth-Ayerst are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency StatuteTitle 11"), ) licenses of rights to "intellectual property" as defined in the Insolvency StatuteTitle 11. Licensor Neose agrees that SPLWyeth-Ayerst, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this AgreementTitle 11. Licensor Neose agrees during the Term term of this Agreement to 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. If a case is commenced by or against Licensor Neose under the Insolvency StatuteTitle 11, Licensor Neose (in any capacity, including debtor-in-possession) and its successors and assigns (including, including without limitation, an Insolvency Statute trusteea Title 11 Trustee) shall,: (i) as SPL Wyeth-Ayerst may elect in a written request, immediately upon such request: (Aa) perform all of the obligations provided in this Agreement to be performed by Licensor Neose including, where applicable and without limitation, providing to SPL Wyeth-Ayerst portions of such intellectual property (including embodiments thereof) held by Licensor Neose and such successors and assigns or otherwise available to them; or (Bb) provide to SPL Wyeth-Ayerst all such intellectual property (including all embodiments thereof) held by Licensor Neose and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL Wyeth-Ayerst under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments)property, including any right to obtain such intellectual property (or such embodiments) from another entity.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor are licenses of rights to SPL are, for all purposes of “intellectual property” as defined in Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency Statute"“Title 11”), licenses of rights to "intellectual property" as defined in the Insolvency Statute. Licensor S3D agrees that SPLOverland, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under Title 11 or the Insolvency Statute equivalent rights, if any, provided that SPL makes all royalty payments under this Agreementin the laws of any relevant non-U.S. jurisdiction. Licensor S3D agrees during the Term of this Agreement Term, to 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. If a case is commenced by or against Licensor S3D under the Insolvency StatuteTitle 11, Licensor S3D (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute including a Title 11 trustee) unless such proceeding is terminated or withdrawn within thirty (30) days shall, (i) , as SPL Overland may elect in a written request, immediately upon such request: (Aa) perform all of the obligations provided in this Agreement to be performed by Licensor S3D including, where applicable and without limitation, providing to SPL Overland portions of such intellectual property (including embodiments thereof) held by Licensor S3D and such successors and assigns or otherwise available to them; or (Bb) provide to SPL Overland all such intellectual property (including all embodiments thereof) held by Licensor S3D and such successors and assigns or otherwise available to them; and (iic) not interfere with the rights of SPL Overland 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 Title 11.

Effect on Licenses. All rights and licenses granted under or ------------------ pursuant to this Agreement by Licensor Zonagen to SPL SP Ltd. are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. Licensor Zonagen agrees that SPLSP Ltd., as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this AgreementStatute. Licensor Zonagen agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor Zonagen under the Insolvency Statute, Licensor Zonagen (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteeTrustee) shall, (i) as SPL SP Ltd. may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor Zonagen including, where applicable and without limitation, providing to SPL SP Ltd. portions of such intellectual property (including embodiments thereof) held by Licensor Zonagen and such successors and assigns or otherwise available to them; or (B) provide to SPL SP Ltd. all such intellectual property (including all embodiments thereof) held by Licensor Zonagen and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL SP Ltd. 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.

Effect on Licenses. All rights and licenses granted under or pursuant to this Agreement by Licensor SCOLR to SPL Wyeth are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, “Title 11”) or analogous provisions of applicable law outside the "Insolvency Statute")United States, licenses of rights to "“intellectual property" ” as defined in Title 11 or analogous provisions of applicable law outside the Insolvency StatuteUnited States. Licensor SCOLR agrees that SPLWyeth, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under Title 11 or analogous provisions of applicable law outside the Insolvency Statute provided that SPL makes all royalty payments under this AgreementUnited States. Licensor SCOLR agrees during the Term term of this Agreement to 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. If a case is commenced by or against Licensor SCOLR under Title 11 or analogous provisions of applicable law outside the Insolvency StatuteUnited States, Licensor SCOLR (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteea trustee appointed under Title 11 or analogous provisions of applicable law outside the United States) shall, (ia) as SPL Wyeth may elect in a written request, immediately upon such request: (Ai) perform all of the obligations provided in this Agreement to be performed by Licensor SCOLR including, where applicable and without limitation, providing to SPL Wyeth portions of such intellectual property (including embodiments thereof) held by Licensor SCOLR and such successors and assigns or otherwise available to them; or (Bii) provide to SPL Wyeth all such intellectual property (including all embodiments thereof) held by Licensor SCOLR and such successors and assigns or otherwise available to them; and (iib) not interfere with the rights of SPL Wyeth 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.

Effect on Licenses. All rights and licenses granted under ------------------ or pursuant to this Agreement by Licensor Zonagen to SPL Schering are, for all purposes of Section 365(n) of Title 11 of the United States Code (together with its foreign equivalent, the "Insolvency StatuteTitle 11"), licenses of rights to "intellectual property" as defined in the Insolvency StatuteTitle 11. Licensor Zonagen agrees that SPLSchering, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Insolvency Statute provided that SPL makes all royalty payments under this AgreementTitle 11. Licensor Zonagen agrees during the Term of this Agreement to 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. If a case is commenced by or against Licensor Zonagen under the Insolvency StatuteTitle 11, Licensor Zonagen (in any capacity, including debtor-in-possessiondebtor- inpossession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteea Title 11 Trustee) shall, (i) as SPL Schering may elect in a written request, immediately upon such request: (A) perform all of the obligations provided in this Agreement to be performed by Licensor Zonagen including, where applicable and without limitation, providing to SPL Schering portions of such intellectual property (including embodiments thereof) held by Licensor Zonagen and such successors and assigns or otherwise available to them; or or (B) provide to SPL Schering all such intellectual property (including all embodiments thereof) held by Licensor Zonagen and such successors and assigns or otherwise available to them; and (ii) not interfere with the rights of SPL Schering 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.