LICENSOR'S SHARES
(AS
DEFINED IN THE INVESTOR RIGHTS AGREEMENT) AND REGISTERABLE SECURITIES, IF ANY,
AND (C) EACH PARTY MAY ASSIGN OR TRANSFER ITS RIGHTS TO RECEIVE ROYALTIES,
MILESTONES AND SUBLICENSE INCOME PAYMENTS UNDER THIS AGREEMENT (BUT NO
LIABILITIES) TO A THIRD PARTY IN CONNECTION WITH [***].
NOTWITHSTANDING THE
FOREGOING, EACH PARTY WILL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT, IN WHOLE OR
IN PART, TO AN AFFILIATE OF SUCH PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTIES; PROVIDED THAT SUCH ASSIGNEE ASSUMES IN WRITING ALL
25
OBLIGATIONS OF THE ASSIGNING PARTY HEREUNDER.
ANY ASSIGNMENT NOT IN ACCORDANCE
WITH THE FOREGOING WILL BE VOID.
THIS AGREEMENT WILL BE BINDING UPON, AND WILL
INURE TO THE BENEFIT OF, ALL PERMITTED SUCCESSORS AND ASSIGNS.
EACH PARTY
AGREES THAT, NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT TO THE CONTRARY,
(Y) IN THE EVENT THAT THIS AGREEMENT IS ASSIGNED BY A PARTY IN CONNECTION WITH
THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF SUCH PARTY
TO WHICH THE SUBJECT MATTER OF THIS AGREEMENT RELATES, SUCH ASSIGNMENT WILL NOT
PROVIDE THE NON-ASSIGNING PARTIES WITH RIGHTS OR ACCESS TO THE KNOW-HOW OR
PATENT RIGHTS OF THE ACQUIRER OF SUCH ASSIGNING PARTY, AND (Z) IN THE EVENT OF A
CHANGE OF CONTROL OF A PARTY, THE OTHER PARTIES SHALL NOT ACQUIRE RIGHTS OR
ACCESS TO THE KNOW-HOW OR PATENT RIGHTS OF THE ACQUIRER OF SUCH ACQUIRED PARTY.
16.2
FORCE MAJEURE.
NO PARTY WILL BE HELD LIABLE OR
RESPONSIBLE TO ANY OTHER PARTY NOR BE DEEMED TO HAVE DEFAULTED UNDER OR BREACHED
THIS AGREEMENT FOR FAILURE OR REASONABLE DELAY IN FULFILLING OR PERFORMING ANY
TERM OF THIS AGREEMENT (EXCEPT ANY OBLIGATION TO PAY UPFRONT PAYMENTS,
MILESTONES, ROYALTIES OR SUBLICENSE INCOME PAYMENTS) WHEN SUCH FAILURE OR DELAY
IS CAUSED BY OR RESULTS FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE
AFFECTED PARTY, WHICH MAY INCLUDE, WITHOUT LIMITATION, EMBARGOES, ACTS OF WAR
(WHETHER WAR BE DECLARED OR NOT), INSURRECTIONS, RIOTS, CIVIL COMMOTIONS, ACTS
OF TERRORISM, STRIKES, LOCKOUTS OR OTHER LABOR DISTURBANCES, OR ACTS OF GOD.
THE AFFECTED PARTY WILL NOTIFY THE OTHER PARTIES OF SUCH FORCE MAJEURE
CIRCUMSTANCES AS SOON AS REASONABLY PRACTICAL AND WILL MAKE EVERY REASONABLE
EFFORT TO MITIGATE THE EFFECTS OF SUCH FORCE MAJEURE CIRCUMSTANCES.
16.3
SECTION 365(N) OF THE BANKRUPTCY CODE.
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 THE
UNITED STATES BANKRUPTCY CODE (TITLE 11, U.S. CODE), AS AMENDED (THE "BANKRUPTCY
CODE"), LICENSES OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED IN
SECTION 101(35A) OF THE BANKRUPTCY CODE.
THE PARTIES WILL RETAIN AND MAY FULLY
EXERCISE ALL OF THEIR RESPECTIVE RIGHTS AND ELECTIONS UNDER THE BANKRUPTCY
CODE.
THE PARTIES AGREE THAT EACH PARTY, AS LICENSEE OF SUCH RIGHTS UNDER THIS
AGREEMENT, WILL RETAIN AND MAY FULLY EXERCISE ALL OF ITS RIGHTS AND ELECTIONS
UNDER THE BANKRUPTCY CODE OR ANY OTHER PROVISIONS OF APPLICABLE LAW OUTSIDE THE
UNITED STATES THAT PROVIDE