Common use of Licensor Bankruptcy Clause in Contracts

Licensor Bankruptcy. (a) All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights and licenses to “intellectual property” and the subject matter of this Agreement, including all Licensed Intellectual Property and Newly Developed IP, is and shall be deemed to be “embodiments” of “intellectual property,” in each case, as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the “Code”) (11 U.S.C. § 365(n)). (b) This Agreement and the obligations of Licensor hereunder are not assignable by Licensor by reason of their nature and may not be assigned by court order in a Canadian Insolvency Proceedings involving Licensor (including under Section 84.1 of the Bankruptcy and Insolvency Act (Canada) (“BIA”), section 11.3 of the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and any statutory provisions or legal or equitable principles of similar effect in any jurisdiction). All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights to use intellectual property as contemplated in Section 65.11(7) of the BIA and Section 32(6) of the CCAA, and Buyer is and shall be entitled to the protections of those legislative provisions, and all statutory provisions or legal or equitable principles of similar effect in all jurisdictions. (c) Buyer shall have all rights, elections and protections under the Code, the BIA, the CCAA and all other Canadian Insolvency Laws and principles of law and equity with respect to this Agreement and the subject matter hereof. Without limiting the generality of the foregoing, Licensor acknowledges and agrees that, if Licensor or its estate becomes subject to any bankruptcy or similar proceedings under the Code or otherwise, or becomes subject to any Canadian Insolvency Proceedings: (i) Subject to Buyer’s rights of election under Section 365(n), of the Code and legal and equitable rights of similar effect in other jurisdictions, all rights, licenses and privileges granted to Buyer under this Agreement will continue subject to the respective terms and conditions hereof, and will not be affected, even by rejection, disclaimer or resiliation of this Agreement; and (ii) Buyer shall be entitled to a complete duplicate of (or complete access to, as appropriate) all Licensed Intellectual Property and Newly Developed IP, as applicable, and embodiments thereof, which, if not already in Buyer’s possession, shall be promptly delivered to Buyer or its designee, unless Licensor elects to and does in fact continue to perform all of its obligations under this Agreement. (d) Notwithstanding the foregoing, if the Licensor or its estate becomes subject to any bankruptcy or similar proceeding under the Code or becomes subject to any Canadian Insolvency Proceedings and as a result of which this Agreement is terminated, rejected, disclaimed or resiliated, or Buyer shall otherwise lose its rights under this Agreement in connection with such proceeding, then Trican U.S.’s ▇▇▇▇▇ Common Equity Units will immediately and automatically be reduced on a dollar-for-dollar basis based on the amount of losses, damages, fees, costs, expenses ( including reasonable fees and expenses of outside counsel), fines and penalties (“Losses”) incurred by Buyer related to or arising from Buyer’s loss of rights under this Agreement. Such Losses may include the fair market value of the licenses granted under this Agreement, Buyer’s costs and expenses to replace any Intellectual Property licensed or licenseable under this Agreement, and damage to the Business.

Licensor Bankruptcy. (a) All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights and licenses to “intellectual property” and the subject matter of this Agreement, including all Licensed Intellectual Property Property, Product Improvements and Newly Developed IPthe Product Marks, is and shall be deemed to be “embodiments” of “intellectual property,” in each case, as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the “Code”) (11 U.S.C. § 365(n)). (b) This Agreement and the obligations of Licensor hereunder are not assignable by Licensor by reason of their nature and may not be assigned by court order in a Canadian Insolvency Proceedings involving Licensor (including under Section 84.1 of the Bankruptcy and Insolvency Act (Canada) (“BIA”), section 11.3 of the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and any statutory provisions or legal or equitable principles of similar effect in any jurisdiction). All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights to use intellectual property as contemplated in Section 65.11(7) of the BIA and Section 32(6) of the CCAA, and Buyer is and shall be entitled to the protections of those legislative provisions, and all statutory provisions or legal or equitable principles of similar effect in all jurisdictions. (c) Buyer shall have all rights, elections and protections under the Code, the BIA, the CCAA and all other Canadian Insolvency Laws and principles of law and equity with respect to this Agreement and the subject matter hereof. Without limiting the generality of the foregoing, Licensor acknowledges and agrees that, if Licensor or its estate becomes subject to any bankruptcy or similar proceedings under the Code or otherwise, or becomes subject to any Canadian Insolvency Proceedings: (i) Subject to Buyer’s rights of election under Section 365(n), of the Code and legal and equitable rights of similar effect in other jurisdictions, all rights, licenses and privileges granted to Buyer under this Agreement will continue subject to the respective terms and conditions hereof, and will not be affected, even by rejection, disclaimer or resiliation of this Agreement; and (ii) Buyer shall be entitled to a complete duplicate of (or complete access to, as appropriate) all Licensed Intellectual Property and Newly Developed IP, as applicable, and embodiments thereof, which, if not already in Buyer’s possession, shall be promptly delivered to Buyer or its designee, unless Licensor elects to and does in fact continue to perform all of its obligations under this Agreement. (d) Notwithstanding the foregoing, if the Licensor or its estate becomes subject to any bankruptcy or similar proceeding under the Code or becomes subject to any Canadian Insolvency Proceedings and as a result of which this Agreement is terminated, rejected, disclaimed or resiliated, or Buyer shall otherwise lose its rights under this Agreement in connection with such proceeding, then Trican U.S.’s ▇▇▇▇▇ Common Equity Units will immediately and automatically be reduced on a dollar-for-dollar basis based on the amount of losses, damages, fees, costs, expenses ( including reasonable fees and expenses of outside counsel), fines and penalties (“Losses”) incurred by Buyer related to or arising from Buyer’s loss of rights under this Agreement. Such Losses may include the fair market value of the licenses granted under this Agreement, Buyer’s costs and expenses to replace any Intellectual Property licensed or licenseable under this Agreement, and damage to the Business.