Common use of Rights to Intellectual Property Clause in Contracts

Rights to Intellectual Property. (a) The Insolvent Party agrees that it will not (a) terminate or reject this Agreement or (b) assign or sell the intellectual property licensed hereunder without the Terminating Party's written consent. (b) If this Agreement is rejected or breached by the Insolvent Party or any successor, and the Terminating Party elects to retain its rights hereunder, then the Insolvent Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trustee) shall provide to the Terminating Party all such intellectual property (including all embodiments thereof) held by the Terminating Party and such successors and assigns, or otherwise available to them, immediately upon the Terminating Party's written request. Whenever the Insolvent Party or any of its successors or assigns provides to the Terminating Party any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section, the Terminating Party shall have the right to perform the obligations of the Insolvent Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the Terminating Party shall release the Insolvent Party from any such obligation or liability for failing to perform it.

Rights to Intellectual Property. If (ai) The Insolvent Party agrees that it will not a Title 11 case is commenced by or against the Debtor Party, (aii) terminate or reject this Agreement or (b) assign or sell the intellectual property licensed hereunder without the Terminating Party's written consent. (b) If this Agreement is rejected or breached by the Insolvent Party or any successoras provided in Title 11, and (iii) the Terminating Non-Debtor Party elects to retain its rights hereunderunder this Agreement as provided in Title 11, then the Insolvent Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute a Title 11 trustee) shall provide to the Terminating Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Terminating Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Terminating Non-Debtor Party's ’s written request. Whenever the Insolvent Debtor Party or any of its successors or assigns provides to the Terminating Non-Debtor Party any of the intellectual property licensed hereunder under this Agreement (or any embodiment thereofthereof to the extent provided by applicable non-bankruptcy law and this Agreement) pursuant to this SectionSection 10.11, the Terminating Non-Debtor Party shall have the right to perform the obligations of the Insolvent Debtor Party hereunder under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Terminating Non-Debtor Party shall release the Insolvent Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that the milestone payments to be paid under Section 6.2 (and any other payment by Salix to Progenics under this Agreement other than the royalties to be paid under Section 6.5 and milestone payments to be 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) The Insolvent Party agrees that it will not (a) terminate a Title 11 case is commenced by or reject this Agreement or against the Debtor Party, (b) assign or sell the intellectual property licensed hereunder without the Terminating Party's written consent. (b) If this Agreement is rejected or breached by the Insolvent Party or any successoras provided in Title 11, and (c) the Terminating Non-Debtor Party elects to retain its rights hereunderunder this Agreement as provided in Title 11, then the Insolvent Debtor Party * Confidential treatment requested. (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute including a Title 11 trustee) shall provide to the Terminating Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Terminating Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Terminating Non-Debtor Party's ’s written request. Whenever the Insolvent Debtor Party or any of its successors or assigns provides to the Terminating Non-Debtor Party any of the intellectual property licensed hereunder under this Agreement (or any embodiment thereof) pursuant to this SectionArticle 16, the Terminating Non-Debtor Party shall have the right to perform the obligations of the Insolvent Debtor Party hereunder under this Agreement with respect to such intellectual property, but neither such provision nor such performance by the Terminating Non-Debtor Party shall release the Insolvent 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 (a) The Insolvent Party agrees that it will not (a) terminate or reject this Agreement or a case under the Bankruptcy Laws is commenced against the Debtor Party, (b) assign or sell the intellectual property licensed hereunder without the Terminating Party's written consent. (b) If this Agreement is rejected or breached by the Insolvent Party or any successortrustee pursuant to the Bankruptcy Laws, and (c) the Terminating Non-Debtor Party elects to retain its rights hereunderhereunder as provided in the Bankruptcy Laws, then the Insolvent Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, an Insolvency Statute trusteeincluding a trustee under the Bankruptcy Laws) shall provide to the Terminating Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Terminating 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 Terminating Non-Debtor Party's ’s written request. Whenever the Insolvent Debtor Party or any of its successors or assigns provides to the Terminating Non-Debtor Party any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this SectionSection 17.14.2, the Terminating Non-Debtor Party shall have the right to perform the obligations of the Insolvent Debtor Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the Terminating Non-Debtor Party shall release the Insolvent Debtor Party from any such obligation or liability for failing to perform it.