OR UCB ARE, AND SHALL OTHERWISE BE DEEMED
TO BE, LICENCES OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED UNDER BANKRUPTCY
LAWS, RULES AND REGULATIONS IN THE TERRITORY, INCLUDING AS DEFINED UNDER ARTICLE
101 OF THE UNITED STATES BANKRUPTCY CODE.
THE PARTIES AGREE THAT THE REMAINING
PARTY (AS DEFINED IN ARTICLE 12.5(B)) SHALL RETAIN AND MAY FULLY EXERCISE ALL OF
ITS RIGHTS AND ELECTIONS UNDER BANKRUPTCY LAWS, RULES, REGULATIONS OR STATUTES
IN THE TERRITORY, INCLUDING THE UNITED STATES BANKRUPTCY CODE.
THE PARTIES
FURTHER AGREE THAT, IN THE EVENT OF THE COMMENCEMENT OF A BANKRUPTCY PROCEEDING
BY OR AGAINST A BANKRUPT PARTY THE OTHER PARTY SHALL BE ENTITLED TO A COMPLETE
DUPLICATE OF (OR COMPLETE ACCESS TO, AS APPROPRIATE) ANY INTELLECTUAL PROPERTY
WHICH AT THAT DATE IS KNOWN TO BE NECESSARY OR USEFUL TO THE DEVELOPMENT,
COMMERCIALISATION, MANUFACTURING OR OTHER EXPLOITATION OF THE ANTIBODY PRODUCTS
AND ALL EMBODIMENTS OF SUCH INTELLECTUAL PROPERTY; AND THE SAME, IF NOT ALREADY
IN THE OTHER PARTY'S POSSESSION, SHALL BE PROMPTLY DELIVERED TO THE OTHER PARTY:
(I) UPON ANY SUCH COMMENCEMENT OF A BANKRUPTCY PROCEEDING, UPON THE OTHER
PARTY'S WRITTEN REQUEST FOR THE SAME, UNLESS THE NON-BANKRUPT PARTY (OR A
TRUSTEE ON BEHALF OF THE BANKRUPT PARTY) ELECTS WITHIN [***] [CONFIDENTIAL
TREATMENT REQUIRED] TO CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT; OR (II) IF NOT DELIVERED UNDER (A) ABOVE, UPON THE REJECTION OF THIS
AGREEMENT BY OR ON BEHALF OF THE BANKRUPT PARTY, UPON WRITTEN REQUEST FOR THE
SAME BY THE OTHER PARTY.
(B)
WITHOUT PREJUDICE TO ARTICLE 12.5(A), THIS
AGREEMENT MAY BE TERMINATED BY A PARTY (WHICH PARTY SHALL BE DEEMED TO BE THE
REMAINING PARTY) UPON PRIOR
95
written notice to the other Party (which Party shall be deemed to be the
Non-Remaining Party) in the event that:
(I)
THE OTHER PARTY SHALL MAKE AN ASSIGNMENT
FOR THE BENEFIT OF ITS CREDITORS, FILE A PETITION IN BANKRUPTCY, PETITION OR
APPLY TO ANY TRIBUNAL FOR THE APPOINTMENT OF CUSTODIAN, RECEIVER OR ANY TRUSTEE
FOR IT OR A SUBSTANTIAL PART OF ITS ASSETS, OR SHALL COMMENCE ANY PROCEEDING
UNDER ANY BANKRUPTCY, REORGANISATION, ARRANGEMENT, READJUSTMENT OF DEBT,
DISSOLUTION OR LIQUIDATION LAW, RULE, REGULATION OR STATUTE OF ANY JURISDICTION
(OTHER THAN FOR THE PURPOSES OF A SOLVENT AMALGAMATION OR RECONSTRUCTION), IN
EFFECT FROM TIME TO TIME; OR
(II)
IF THERE SHALL HAVE BEEN FILED AGAINST THE
OTHER PARTY ANY SUCH BONA FIDE PETITION OR APPLICATION, OR ANY SUCH PROCEEDING
SHALL HAVE BEEN COMMENCED AGAINST IT, IN WHICH AN ORDER FOR RELIEF IS ENTERED OR
WHICH REMAINS UNDISMISSED FOR A PERIOD OF [***] [CONFIDENTIAL TREATMENT
REQUIRED] OR MORE; OR
(III)
IF THE OTHER PARTY BY ANY ACT OR OMISSION
SHALL INDICATE ITS CONSENT TO, APPROVAL OF OR ACQUIESCENCE IN ANY SUCH PETITION,
APPLICATION OR PROCEEDING OR ORDER FOR RELIEF OR THE APPOINTMENT OF A CUSTODIAN,
RECEIVER OR TRUSTEE FOR IT OR ANY SUBSTANTIAL PART OF ITS ASSETS, AND SHALL
SUFFER ANY SUCH CUSTODIANSHIP, RECEIVERSHIP OR TRUSTEESHIP TO CONTINUE
UNDISCHARGED FOR A PERIOD OF [***] [CONFIDENTIAL TREATMENT