Common use of Rights to Intellectual Property Clause in Contracts

Rights to Intellectual Property. If (a) a Title 11 case is commenced by or against the Debtor Party, (b) this Agreement is rejected as provided in Title 11, and (c) the Non-Debtor Party elects to retain its rights under this Agreement as provided in Title 11, then the Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed under this Agreement (or any embodiment thereof) pursuant to this Article 16, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that, other than the milestones to be paid under Section 8.2 and royalties to be paid pursuant to Section 8.3, no other payments to be made pursuant this Agreement constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.

Rights to Intellectual Property. If (ai) a Title 11 case is commenced by or against the Debtor Party, (bii) this Agreement is rejected as provided in Title 11, and (ciii) the Non-Debtor Party elects to retain its rights under this Agreement as provided in Title 11, then the Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including including, without limitation, a Title 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed under this Agreement (or any embodiment thereofthereof to the extent provided by applicable non-bankruptcy law and this Agreement) pursuant to this Article 16Section 10.11, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that, other than that the milestones milestone payments to be paid under Section 8.2 6.2 (and any other payment by Salix to Progenics under this Agreement other than the royalties to be paid pursuant to under Section 8.3, no other 6.5 and milestone payments to be made pursuant this Agreement paid under Section 6.3) do not constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.

Rights to Intellectual Property. If (a) a Title 11 case under the Bankruptcy Laws is commenced by or against the Debtor Party, (b) this Agreement is rejected as provided in Title 11by the trustee pursuant to the Bankruptcy Laws, and (c) the Non-Debtor Party elects to retain its rights under this Agreement hereunder as provided in Title 11the Bankruptcy Laws, then the Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trusteetrustee under the Bankruptcy Laws) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, and to which the Non-Debtor Party is entitled to have access under this Agreement, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed under this Agreement hereunder (or any embodiment thereof) pursuant to this Article 16Section 17.14.2, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party under this Agreement hereunder with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that, other than the milestones to be paid under Section 8.2 and royalties to be paid pursuant to Section 8.3, no other payments to be made pursuant this Agreement constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.FINAL EXECUTION VERSION CONFIDENTIAL

Rights to Intellectual Property. If (a) a Title 11 case is commenced by or against the Debtor Party, (b) this Agreement is rejected as provided in Title 11, and (c) the Non-Debtor Party elects to retain its rights under this Agreement as provided in Title 11, then the Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed under this Agreement (or any embodiment thereof) pursuant to this Article 16, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that, other than the milestones to be paid under Section 8.2 and royalties to be paid pursuant to Section 8.3, no other payments to be made pursuant this Agreement constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.

Rights to Intellectual Property. If (ai) a Title 11 case is commenced by or against the Debtor Party, (bii) this Agreement is rejected as provided in Title 11, and (ciii) the Non-Debtor Party elects to retain its rights under this Agreement as provided in Title 11, then the Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including including, without limitation, a Title 11 trustee) shall provide to the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed under this Agreement (or any embodiment thereof) pursuant to this Article 16Section 10.5, the Non-Debtor Party shall have the right to perform the obligations of the Debtor Party under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that, other than that the milestones Progenics Development Costs to be paid under Section 8.2 6.2 (Post-Effective Date Development Expenses) and the Development Payments to be paid under Section 6.3 (Development Payments) (and any other payment by Wyeth to Progenics under this Agreement other than the royalties to be paid pursuant to under Section 8.3, no other payments 6.5 (Royalty Payments) and Commercialization Payments to be made pursuant this Agreement paid under Section 6.4 (Commercialization Milestone Payments)) do not constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement.