Common use of Rejection or Termination Clause in Contracts

Rejection or Termination. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses to rights to “intellectual property” as defined under the Code. The Parties agree that Licensee, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code. Failure by Licensee to affirmatively elect to assert its rights or retain its benefits under this Agreement pursuant to the Code in the event a Trustee or Licensor as a debtor-in-possession rejects or attempts to reject this Agreement as an executory contract shall not be construed as a termination of this Agreement by Licensee under the Code or an acceptance by Licensee of any rejection of this Agreement by a trustee or Licensor as a debtor-in-possession in a case under the Code.