DEFAULT DOES NOT COMMENCE ACTIONS TO CURE SUCH DEFAULT
WITHIN SUCH PERIOD AND THEREAFTER DILIGENTLY CONTINUE SUCH ACTIONS OR IF SUCH
DEFAULT IS NOT OTHERWISE CURED WITHIN [***] AFTER THE RECEIPT OF SUCH NOTICE),
THE PARTY NOT IN DEFAULT SHALL BE ENTITLED, ON WRITTEN NOTICE TO THE OTHER
PARTY, TO [***] PURSUANT TO SECTIONS 7.1 AND 7.2, WHEREUPON THE DEFAULTING PARTY
SHALL BE DEEMED THE [***] PARTY WITH RESPECT TO SUCH [***] PRODUCT FOR ALL
PURPOSES HEREUNDER AND THE NOTICE PROVIDED UNDER THIS PROVISION SHALL BE DEEMED
EQUIVALENT TO AN [***] NOTICE AS PROVIDED IN SECTIONS 7.1 AND 7.2.
15.4
TERMINATION UPON INSOLVENCY.
EITHER PARTY MAY TERMINATE THIS
AGREEMENT IF, AT ANY TIME, THE OTHER PARTY SHALL FILE IN ANY COURT OR AGENCY
PURSUANT TO ANY STATUTE OR REGULATION OF ANY STATE, COUNTRY OR JURISDICTION, A
PETITION IN BANKRUPTCY OR INSOLVENCY OR FOR REORGANIZATION OR FOR AN ARRANGEMENT
OR FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE OF THAT PARTY OR OF ITS ASSETS,
OR IF SUCH OTHER PARTY PROPOSES A WRITTEN AGREEMENT OF COMPOSITION OR EXTENSION
OF ITS DEBTS, OR IF SUCH OTHER PARTY SHALL BE SERVED WITH AN INVOLUNTARY
PETITION AGAINST IT, FILED IN ANY INSOLVENCY PROCEEDING, AND SUCH PETITION SHALL
NOT BE DISMISSED WITHIN [***] AFTER THE FILING THEREOF, OR IF SUCH OTHER PARTY
SHALL PROPOSE OR BE A PARTY TO ANY DISSOLUTION OR LIQUIDATION, OR IF SUCH OTHER
PARTY SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS.
15.5
RIGHTS IN BANKRUPTCY.
ALL RIGHTS AND LICENSES GRANTED UNDER OR
PURSUANT TO THIS AGREEMENT BY EITHER PARTY ARE, AND SHALL OTHERWISE BE DEEMED TO
BE, FOR PURPOSES OF SECTION 365(N) OF THE UNITED STATES BANKRUPTCY CODE,
LICENSES OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED UNDER SECTION 101 OF
THE UNITED STATES BANKRUPTCY CODE.
THE PARTIES AGREE THAT THE PARTIES, AS
LICENSEES OF SUCH RIGHTS UNDER THIS AGREEMENT, SHALL RETAIN AND MAY FULLY
EXERCISE ALL OF THEIR RIGHTS AND ELECTIONS UNDER THE UNITED STATES BANKRUPTCY
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 SHALL 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, SHALL BE PROMPTLY
DELIVERED TO IT (A) UPON ANY SUCH COMMENCEMENT OF
29
A BANKRUPTCY PROCEEDING UPON THE NON-SUBJECT PARTY'S WRITTEN REQUEST THEREFOR,
UNLESS THE PARTY SUBJECT TO SUCH PROCEEDING ELECTS TO CONTINUE TO PERFORM ALL OF
ITS OBLIGATIONS UNDER THIS AGREEMENT OR (B) 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.
15.6
CONSEQUENCES OF EXPIRATION OR TERMINATION.
15.6.1
TERMINATION OF THE RESEARCH PROGRAM.
UPON EXPIRATION OR TERMINATION
OF THE AGREEMENT, THE PARTIES SHALL DISCONTINUE