Common use of Rights to Intellectual Property Clause in Contracts

Rights to Intellectual Property. All rights and licenses granted under or pursuant to this Agreement by a Party are, and shall 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 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of intellectual property under this Agreement, shall retain and may fully [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that in the event of a rejection of this Agreement by a Party in any bankruptcy proceeding by or against such Party under the U.S. Bankruptcy Code, (a) the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property that are necessary for the other Party to practice its license to such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it upon its written request therefor, and (b) such Party shall not interfere with the other Party’s rights to such intellectual property, and shall assist and not interfere with such other Party in obtaining such intellectual property and such embodiments of such intellectual property from another entity. The term “embodiments” of intellectual property means all tangible embodiments of the intellectual property licensed hereunder to the extent of the license scope, and shall exclude, without limitation, all inventory of Products and filings with Regulatory Authorities.

Rights to Intellectual Property. All rights and licenses granted under or pursuant to this Agreement by a Party areAGREEMENT under Section 2.1, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeBANKRUPTCY CODE, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeBANKRUPTCY CODE. The Parties PARTIES agree that each Party, as licensee of intellectual property under this Agreement, either PARTY shall retain and may fully [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. exercise all of its rights and elections under the U.S. Bankruptcy CodeBANKRUPTCY CODE. The Parties PARTIES further agree that in the event of a rejection of this Agreement AGREEMENT by a Party AXSOME in any bankruptcy proceeding by or against such Party AXSOME under the U.S. Bankruptcy CodeBANKRUPTCY CODE, (a) the other Party PFIZER shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property that are necessary for the other Party licensed by PFIZER to practice its license to such intellectual propertyAXSOME, which, if not already in such other PartyPFIZER’s possession, shall be promptly delivered to it upon its PFIZER’s written request therefortherefore, and (b) such Party AXSOME shall not interfere with the other PartyPFIZER’s rights to such intellectual property and all embodiments of intellectual property, and shall assist and not interfere with such other Party PFIZER in obtaining such intellectual property and such all embodiments of such intellectual property from another entity. The term “embodiments” of intellectual property means includes all tangible tangible, intangible, electronic or other embodiments of the rights and licenses hereunder, including all compounds and products embodying intellectual property licensed hereunder to the extent of the license scopeproperty, filings with REGULATORY AUTHORITIES and related rights, and shall exclude, without limitation, all inventory of Products and filings with Regulatory AuthoritiesLICENSED IP.

Rights to Intellectual Property. All rights and licenses granted under or pursuant to this Agreement by a one Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or any similar law in effect in a foreign jurisdiction, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or the relevant foreign law. The Parties agree that each PartyAxsome or Licensee, as licensee of intellectual property under this Agreement, shall retain and may fully [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or relevant foreign law. The Parties further agree that in the event of a rejection of this Agreement by a Party Axsome or Licensee, as applicable, in any bankruptcy proceeding by or against such Party Axsome or Licensee, as applicable, under the U.S. Bankruptcy CodeCode or foreign equivalent, (a) the other Party Licensee or Axsome, as applicable, shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property that are necessary for the other Party to practice its license to such intellectual property, which, if not already in such other PartyLicensee’s or Axsome’s, as applicable, possession, shall be promptly delivered to it upon its Licensee’s or Axsome’s, as applicable, written request therefortherefore, and (b) such Party Axsome or Licensee, as applicable shall not interfere with the other Party’s rights to such intellectual property and all embodiments of intellectual property, and shall assist and not interfere with such other Party in obtaining such intellectual property and such all embodiments of such intellectual property from another entity. The term “embodiments” of intellectual property means includes all tangible tangible, intangible, electronic or other embodiments of the rights and licenses hereunder, including all compounds and products embodying intellectual property licensed hereunder to the extent of the license scopeproperty, and shall excludeLicensed Products, without limitation, all inventory of Products and filings with Regulatory AuthoritiesAuthorities and related rights, and Licensed Intellectual Property.

Rights to Intellectual Property. All rights and licenses granted under or pursuant to this Agreement by a Party are, and shall 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 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of intellectual property under this Agreement, shall retain and may fully [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that in the event of a rejection of this Agreement by a Party in any bankruptcy proceeding by or against such Party under the U.S. Bankruptcy Code, (a) the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property that are necessary for the other Party to practice its license to such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it upon its written request therefor, and (b) such Party shall not interfere with the other Party’s rights to such intellectual property, and shall assist and not interfere with such other Party in obtaining such intellectual property and such embodiments of such intellectual property from another entity. The term “embodiments” of intellectual property means all tangible embodiments of the intellectual property licensed hereunder to the extent of the license scope, and shall exclude, without limitation, all inventory of Products and filings with Regulatory Authorities. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Rights to Intellectual Property. All 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 (in any capacity, including debtor-in-possession) and licenses granted its successors and assigns (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 Agreement by a Section 10.5 (Provision for Insolvency), the Non-Debtor Party are, and shall otherwise be deemed have the right to be, for purposes of Section 365(n) perform the obligations of the U.S. Bankruptcy Code, licenses of rights Debtor Party under this Agreement with respect to “such intellectual property” as defined under Section 101 of , but neither such provision nor such performance by the U.S. Bankruptcy CodeNon-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 each Party, as licensee the Development Milestone Payments to be paid under Section 6.2 (Development Milestone Payments) (and any other payment by Ono to Progenics under this Agreement other than the royalties to be paid under Section 6.4 (Royalty Payments) and Commercialization Payments to be paid under Section 6.3 (Commercialization Milestone Payments)) do not constitute “royalties” within the meaning of Title 11 or relate to licenses of intellectual property under this Agreement, shall retain and may fully [ * . [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that in the event of a rejection of this Agreement by a Party in any bankruptcy proceeding by or against such Party under the U.S. Bankruptcy Code, (a) the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property that are necessary for the other Party to practice its license to such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it upon its written request therefor, and (b) such Party shall not interfere with the other Party’s rights to such intellectual property, and shall assist and not interfere with such other Party in obtaining such intellectual property and such embodiments of such intellectual property from another entity. The term “embodiments” of intellectual property means all tangible embodiments of the intellectual property licensed hereunder to the extent of the license scope, and shall exclude, without limitation, all inventory of Products and filings with Regulatory Authorities.CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION