Common use of Section 365(n) Clause in Contracts

Section 365(n). (a) All rights and licenses granted under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) the parties agree that each party, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor under the U.S. Bankruptcy Code, each party as a licensee will be entitled to a complete duplicate of or complete access to (as the licensee-party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) such intellectual property and all embodiments thereof will be promptly delivered to the licensee-party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-party, unless the licensor-party elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party upon written request therefor by the licensee party. The foregoing is without prejudice to any rights a licensee-party may have arising under the U.S. Bankruptcy Code or other applicable Law.

Section 365(n). (a) All rights and licenses granted under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) the parties agree that each party, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor under the U.S. Bankruptcy Code, each party as a licensee will be entitled to a complete duplicate of or complete access to (as the licensee-party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) such intellectual property and all embodiments thereof will be promptly delivered to the licensee-party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-party, unless the licensor-party elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party upon written request therefor by the licensee party. The foregoing is without prejudice to any rights a licensee-party may have arising under the U.S. Bankruptcy Code or other applicable Law. In the event either Party, or any of their respective Affiliates, is the subject of proceedings under the bankruptcy or insolvency laws of any jurisdiction other than the United States, all of the rights and licenses granted under or pursuant to this Agreement shall be characterized, to the greatest extent possible under the laws of such jurisdiction, as necessary to preserve the benefits, rights, and licenses granted to the licensee-party as set forth in this Agreement.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement (including the Infinity Know-How which is preclinical and clinical data generated with respect to Products in the course of the Research Program) are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, as now or hereafter in effect (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (ia) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (iib) if not delivered under subsection (ia) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Law.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of of, or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property; and (d) provided, that such intellectual property other Party continues to fulfill its obligations as specified herein in full. Such Intellectual Property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or Code, other applicable Law, or this Agreement.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT MATERIAL request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Lawlaw.

Section 365(n). Notwithstanding any other provision of this Agreement to the contrary, the Parties expressly acknowledge and agree that in the event either Party becomes a debtor under Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), or such equivalent law in the United States or any other country, and rejects (either as a debtor or on its behalf by a bankruptcy trustee) this Agreement pursuant to Section 365 of the Bankruptcy Code or any other equivalent law in the United States or any other country (a “Bankruptcy Rejection”), (a) All all rights and licenses including the Licensed Technology, the Licensed Products, Improvements, Licensee Data, and New Lipocine Data, as applicable, granted under or pursuant to this Agreement Agreement, including amendments hereto, are, and will otherwise be deemed to be, for all purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” property as defined in Section 101 of the Bankruptcy Code regardless of whether such intellectual property is domestic or foreign, and shall include all trademarks licensed to the Licensee under this Agreement, and all such intellectual property shall be fully retained by and vested in the licensee as protected (or deemed to be protected) intellectual property rights under Section 101(35A365(n) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and regardless of whether the licensor Party files for bankruptcy in the United States or other materials licensed under this Agreement are, and shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of samejurisdiction; (b) the parties will retain and may fully exercise licensee Party shall have all of their respective the rights and elections afforded to non-debtor licensees under Section 365(n) of the U.S. Bankruptcy Code; (c) the parties agree that each party, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor under the U.S. Bankruptcy Code, each party as a licensee will be entitled to a complete duplicate of or complete access to (as the licensee-party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) such intellectual property and all embodiments thereof will be promptly delivered to the licensee-party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-party, unless the licensor-party elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party upon written request therefor by the licensee party. The foregoing is without prejudice to any rights a licensee-party may have arising under the U.S. Bankruptcy Code or other applicable Law.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of of, or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property; and (d) provided, that such intellectual property other Party continues to fulfill its obligations as specified herein in full. Such Intellectual Property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or Code, other applicable Law, or this Agreement.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement Agreement, including all rights to sublicense, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under in Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Lawlaw.

Section 365(n). (a) All rights and licenses granted under or pursuant to any section of this Agreement (including the Infinity Know-How which is preclinical and clinical data generated with respect to FAAH Products in the course of the Research Program) are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, as now or hereafter in effect (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and all intellectual property, proprietary information, and other materials licensed under this Agreement are, and Code. The Parties shall be deemed to be, “embodiment(s)” of “intellectual property” for purposes of same; (b) the parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code; (c) . Each Party agrees that the parties agree other Party, to the extent that each party, as it is a licensee of such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the other party as licensor one Party under the U.S. Bankruptcy Code, each party as a licensee will the other Party shall be entitled to a complete duplicate of or complete access to (as the licensee-party such other Party deems appropriate), any such intellectual property and all embodiments of such intellectual property; and (d) , provided that such other Party continues to fulfill its obligations as specified herein in full. Such intellectual property and all embodiments thereof will shall be promptly delivered to the licensee-party other Party (ia) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee-partyother Party, unless the licensor-party Party subject to such bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (iib) if not delivered under subsection (ia) above, upon the rejection of this Agreement by or on behalf of the licensor-party Party subject to such bankruptcy proceeding, upon written request therefor by the licensee partyother Party. The foregoing is without prejudice to any rights a licensee-party that either Party may have arising under the U.S. Bankruptcy Code or other applicable Law.