definiens: as defined under Section 10 I of the United States Bankruptcy Code, The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankmptcy Code, The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non - subject Party 's possession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party 's written request therefor, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement or ( bl if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party, 11 MISCELLANEOUS J J, I Governing Law, This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without reference to rules of conflicts or choice of laws, 11,2 Notices, A, ny notice required or permitted by this Agreement shall he in writing and shall be sent by prepaid registered or certified mail, return receipt requested, internationally recognized courier or personal delivery, or by fax with confirming letter mailed under the conditions described above in each case addressed to the other Party at the address shown below or at such other address for which such Party gives notice hereunder . Such notice shall be deemed, to have been given when delivered : If to SGX : Structural GenomiX, Inc, 10505 Roselle Street, San Die, go, CA 92121 Attn : Chief Executive Officer Copy to : Corporate Counsel Page 29 of68 If to [COMPANY] : Copy to : Eli Lill Y and Company [COMPANY] Corporate Center Indianapolis, IN 46285 Attention : General Counsel Fax No . : ( 317 ) 277 - 1917 Office of Alliance Management Fax No . : ( 317 ) 433 - 5900 11.3 Force Majeure . Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses ( except for payment obligations ) on account of failure of performance by the defaulting Party if the failure is occasioned by war, strike, acts of terrorism, fire . Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers ( including, without limitation, energy suppliers ), or anyother reason where failure to perform is beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the nonperforming Party and the nonperfonning Party has exerted all reasonable efforts to avoid or remedy such force majeure ; provided, however, that in no event shall a Party be required to settle any labor dispute or disturbance