Common use of Section 365(n) Clause in Contracts

Section 365(n). The Parties agree that the licenses in Article IV are intended to be licenses to “intellectual property” under Section 365(n) of the Bankruptcy Code. If, Licensor enters into bankruptcy, the Parties agree that (i) Licensee shall have all rights of a licensee to “intellectual property” under 11 U.S.C. § 365(n) with respect to the licenses in Article IV; (ii) the license in Section 3.2 shall be deemed inextricably tied to the Article IV licenses, such that Section 365(n) should be deemed to protect Licensee’s rights under all licenses in this Agreement; and (iii) the Intellectual Property assignments herein shall be deemed non-executory and irrevocable.