Common use of Termination for Insolvency Clause in Contracts

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or (b) if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 ninety (90) days after the filing thereof; , or (c) if the other Party will shall propose or be a party to any dissolution or liquidation; , or (d) if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 10.4. All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101(35A) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual propertyproperty licensed to the non- bankrupt Party, and such, if not already in its possession, will shall be promptly delivered to the non-non- bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 10.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 ninety (90) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 10.4.2 All rights and licenses granted under or pursuant to any section Section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 12.6.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 ninety (90) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.6.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. 12.6.3 If GSK terminates this Agreement pursuant to Section 12.6.1, the provisions of Section 12.7.3 shall apply. 12.6.4 If Regulus terminates this Agreement pursuant to Section 12.6.1, the provisions of Section 12.7.4 shall apply.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) or analogous provisions of Applicable Law outside the US licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. Upon the commencement of a bankruptcy proceeding of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchall embodiments which, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementupon written request.

Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 [***] ([***]) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchsuch intellectual property, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 one hundred and eighty (180) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 days [ * ] Calendar Days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 13.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 days [********] after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 13.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “"Bankruptcy Code”") licenses of rights to “"intellectual property” " as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceedingProceeding, and such petition will not be dismissed within 90 calendar days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) or analogous provisions of Applicable Law outside the U.S. licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. Code or analogous provisions of Applicable Law outside the U.S. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Code or analogous provisions of Applicable Law outside the U.S. Upon the commencement of a bankruptcy Proceeding of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchall embodiments which, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementupon written request.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. In the event that either Party (aor, in the case of Biosense, an Affiliate of Biosense that holds the IND or a Regulatory Approval for RX-3117 or a Licensed Product in the Territory) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for makes an arrangement or assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee of the Party over all or of substantially all of its assets; property, files a petition under any bankruptcy or if insolvency act in any state or country or has any such petition filed against it which is not discharged within [***] calendar days of the filing thereof, then the other Party proposes a may terminate this Agreement effective immediately upon written agreement of composition or extension of substantially notice to such Party. In connection therewith, all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. If, at any time during the Term, (a) Either a case is commenced by or against either Party may terminate this Agreement ifunder Xxxxx 00, at any timeXxxxxx Xxxxxx Code, as amended, or analogous provisions of applicable Laws outside the other United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] after the commencement thereof, (b) either Party files in any court for or agency pursuant is subject to any statute the institution of bankruptcy, liquidation or regulation of any state receivership proceedings (other than a case under the Bankruptcy Code), (c) either Party assigns all or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all substantial portion of its assets for the benefit of creditors. , (bd) a receiver or custodian is appointed for either Party’s business, or (e) a substantial portion of either Party’s business is subject to attachment or similar process (each of ((a) through (e)), a “Bankruptcy Event”); then, in any case of ((a) through (e)), the other Party may terminate this Agreement upon written notice to the extent permitted under applicable Laws; provided that, to the extent required by the Bankruptcy Code, HCW shall only have the right to terminate the Agreement if this Agreement is rejected by Wugen as provided in the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and will shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.Article 101(35A)

Termination for Insolvency. Subject to Applicable Law, either Party (ai.e., the non-insolvent Party) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Tixxx 00, Xxxxxx Xxxxxx Code Xode (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual propertyproperty or relating to obtaining protection of or maintaining same, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) All 12.4.2 The Parties intend that all rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101(35A) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon To the extent lawful, upon the bankruptcy of any either Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual propertyproperty in tangible form, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 one hundred and eighty (180) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-non- bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will is not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be is a party to any dissolution or liquidation; or if the other Party will make makes an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 [***] ([***]) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchsuch intellectual property, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Termination for Insolvency. (a) Either To the extent permitted under Law, either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 […***…] ([…***…]) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchsuch intellectual property, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) or analogous provisions of Applicable Law outside the US licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the US. Upon the commencement of a bankruptcy proceeding of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and suchall embodiments which, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementupon written request.

Termination for Insolvency. (a) Either If voluntary or involuntary proceedings by or against a Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition are instituted in bankruptcy under any insolvency law, or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee custodian is appointed for such Party, or proceedings are instituted by or against such Party, in each of the Party or foregoing cases only if it is for dissolution of substantially all such Party, which proceedings, if involuntary, shall not have been dismissed within * after the date of its assets; or if filing, then this Agreement may be terminated by the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditorsParty. (b) All rights and licenses granted under or pursuant to any section of this Agreement are are, and will otherwise shall be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “United States Bankruptcy Code”) , * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. licenses of rights to “"intellectual property” " as defined in under Section 101(56) of the United States Bankruptcy Code. The Parties will retain and may fully exercise all agree that in the event of their respective rights and elections the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt other Party will further shall be entitled to a complete duplicate of, or complete access to, to any such intellectual property, and suchall embodiments of such intellectual property, if not already in its possession, will be promptly delivered pertaining to the non-bankrupt Partyrights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced, unless the bankrupt Party elects in writing to continuesubject, and continueshowever, to perform all payment of its obligations under the fees, milestone payments and royalties set forth in this AgreementAgreement through the effective date of any termination hereunder.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such other Party consents to the involuntary bankruptcy or such petition will is not be dismissed within 90 [***] days after the filing thereof; , or if the other Party will shall propose or be a party to any * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) . All rights and licenses granted under or pursuant to any section Section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code or any foreign equivalent thereof (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights rights, licenses and elections granted herein under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may immediately terminate this Agreement if, at any time, time upon written notice to the other Party files if: (i) such other Party admits in any court writing that is it unable to pay its debts when due or agency pursuant (being a company) is deemed unable to any statute or regulation pay its debts within the meaning of any state or country section 123 of the Insolvency Xxx 0000; (ii) a petition is filed, a resolution is passed, or an order is made, for or in bankruptcy connection with the winding-up of such other Party other than for the sole purpose of a scheme for a solvent amalgamation of such Party with one or insolvency more other companies or for reorganization the solvent reconstruction of that Party, if not dismissed, bonded or for stayed within forty-five (45) days, to the extent applicable; or (iii) an arrangement application is made to court, or an order is made, for the appointment of a receiver an administrator, or trustee if an administrator is appointed over such other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or (iv) any event occurs, or proceeding is taken, with respect to such other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed events mentioned in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets this Section 7.2(c) (Termination for the benefit of creditors. (b) Insolvency). All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and will shall otherwise be deemed to be be, for purposes of Section 365(n) of the Xxxxx 00, Xxxxxx Xxxxxx Code Code, as amended (the “Bankruptcy Code”) ), licenses of rights to “intellectual property” as defined in Section 101(56under Article 101(35A) of the Bankruptcy Code. The Parties will agree that Licensee, as a licensee of such intellectual property rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party 13.7.1 Subject to applicable law, Tris may terminate this Agreement Agreement, if, at any time, the other Party files Alpharma shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party Alpharma or of substantially all of its assets; , or if the other Party Alpharma proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will Alpharma shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will Alpharma shall propose or be a party to any dissolution or liquidation; , or if the other Party will Alpharma shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 13.7.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “"Bankruptcy Code”") licenses of rights to “"intellectual property” " as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual propertyproperty or relating to obtaining protection of or maintaining same, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 10.5.1 Either Party may terminate this Agreement ifAgreement, at any timein whole or in part, as the terminating Party may determine, by written notice to the other Party files in any court the event that such other Party shall: (A) have become insolvent or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for bankrupt, (B) have made an arrangement or assignment for the appointment of a receiver or trustee of the Party or of substantially all benefit of its assets; creditors, (C) have been appointed a trustee or if the other receiver of such Party proposes for all or a written agreement of composition or extension of substantially all substantial part of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceedingproperty, and not dismissed within 90 days, or (D) have any case or proceeding commenced or other action taken by or against such petition will Party (as to which, if involuntarily commenced against such Party, such Party not be dismissed being able to obtain dismissal within 90 days after the filing commencement thereof; ) in bankruptcy or if the other Party will propose seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all readjustment of its assets for the benefit of creditorsdebts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or applicable law now or hereafter in effect. (b) 10.5.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may immediately terminate this the Agreement if(and all SOWs, at any time, the Order Documents and other Party files agreements) in any court whole or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or part if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make Party: a) Makes an assignment of substantially all of its assets for the benefit of creditors, admits in writing its inability to pay debts as they mature, or ceases operating in the normal course of business. (b) All rights and licenses granted under Has a receiver or pursuant trustee appointed by a court over the Party or any substantial part of the Client’s assets. c) Becomes insolvent or is unable to pay its debts as they become due. d) Authorizes, applies for or consents to the appointment of a trustee or liquidator of all or a substantial part of its assets or has proceedings seeking such an appointment commenced against it which are not terminated within ninety (90) days of such commencement. e) Has any substantial part of its property subjected to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(nlevy, seizure, assignment or sale for, or by any creditor or governmental agency without said levy, seizure, assignment or sale being lifted, released, reversed or satisfied within ten (10) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”days. f) licenses of rights to “intellectual property” as defined in Section 101(56) Files a voluntary petition under any chapters of the United States Bankruptcy Code. The Parties will retain Code or any other insolvency law or an involuntary proceeding has been commenced by any Party against the Party under any one of the chapters of the United States Bankruptcy Code or any other insolvency law and may fully exercise all (A) the proceeding has been pending for at least sixty (60) days; or (B) the Party has consented, either expressly or by operation of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Partylaw, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless entry of an order for relief; or (C) the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreementhas been decreed or adjudged a debtor or equivalent.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. 16.6.1 Each Party will have the right to terminate this Agreement upon delivery of written notice to the other Party if (a) Either Party may terminate this Agreement if, at any time, the such other Party files in any court or agency pursuant to any statute or regulation of any state or country jurisdiction a petition in bankruptcy or insolvency or for reorganization or similar arrangement for an arrangement the benefit of creditors or for the appointment of a receiver or trustee of the such other Party or of substantially all of its assets; or if the , (b) such other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed it in any insolvency proceeding, proceeding and such involuntary petition will has not be been stayed or dismissed within 90 days after the filing thereof; [***] of its filing, or if the (c) such other Party will propose or be a party to any dissolution or liquidation; or if the other Party will make makes an assignment of substantially all of its assets for the benefit of its creditors. (b) 16.6.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101(35A) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement Agreement, if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 one hundred and eighty (180) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) All . To the extent permitted under Law, all rights and licenses granted under or pursuant to any section of this Agreement Agreement, including any option to receive a license, are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101 (35A) of the Bankruptcy Code. The Parties will acknowledge that each BSP Option provided herein is, to the extent permitted under Law, an exclusivity provision within the meaning of Section 365(n) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 11.3.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 sixty (60) days after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 11.3.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) Either Party may terminate this Agreement if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; or if the other Party will be is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will is not be dismissed within 90 ninety (90) days after the filing thereof; or if the other Party will propose or be is a party to any dissolution or liquidation; or if the other Party will make makes an assignment of substantially all of its assets for the benefit of creditors. (b) All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56101(35A) of the Bankruptcy Code. The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Insolvency. (a) 12.4.1 Either Party may terminate this Agreement Agreement, if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets; , or if the other Party proposes a written agreement of composition or extension of substantially all of its debts; , or if the other Party will shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition will shall not be dismissed within 90 days [***] after the filing thereof; , or if the other Party will shall propose or be a party to any dissolution or liquidation; , or if the other Party will shall make an assignment of substantially all of its assets for the benefit of creditors. (b) 12.4.2 All rights and licenses granted under or pursuant to any section of this Agreement are and will shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “"Bankruptcy Code”") licenses of rights to “"intellectual property” " as defined in Section 101(56) of the Bankruptcy Code. The Parties will shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party will shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and such, if not already in its possession, will shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects in writing to continue, and continues, to perform all of its obligations under this Agreement. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.