Common use of Section 365(n) Clause in Contracts

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that a Party granted a license pursuant to this Agreement (a “Licensee”) may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets. The Parties further agree that, in the event a Licensee elects to retain its rights as a licensee under such Code, such Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to such Licensee not later than: (a) the commencement of bankruptcy proceedings against the other Party, upon written request, unless the other Party elects to perform its obligations under this Agreement, or (b) if not otherwise delivered under this Section 3.3, upon the rejection of this Agreement by or on behalf of the other Party, upon Licensee’s written request.

Section 365(n). All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “intellectual property” as defined in Section 101 of such Code. The Parties agree that a either Party granted a license pursuant to this Agreement (a “Licensee”) may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and any foreign equivalent thereto Code, regardless of whether the other Party files for bankruptcy in any country having jurisdiction over a Party the United States or its assetsanother jurisdiction. The Parties further agree that, in the event a Licensee the non-insolvent Party elects to retain its rights as a licensee under such Code, such Licensee Party shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to such Licensee Party not later than:; (a) the commencement of bankruptcy proceedings against the other insolvent Party, upon written request, unless the other such insolvent Party elects to perform its obligations under this the Agreement, or (b) if not otherwise delivered under this Section 3.3(a) above, upon the rejection of this Agreement by or on behalf of the other insolvent Party, upon Licensee’s written request.