101 OF THE U.S.
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 U.S. BANKRUPTCY CODE.
THE PARTIES FURTHER AGREE
THAT, IN THE EVENT OF THE COMMENCEMENT OF A BANKRUPTCY PROCEEDING BY OR AGAINST
EITHER PARTY UNDER THE U.S. 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, AND SAME, IF NOT ALREADY IN THEIR
POSSESSION, WILL BE PROMPTLY DELIVERED TO THEM (A) UPON ANY SUCH COMMENCEMENT OF
A BANKRUPTCY PROCEEDING UPON THEIR 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 (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.
15.5
NON-WAIVER.
THE WAIVER BY EITHER OF THE PARTIES OF ANY BREACH OF
ANY PROVISION HEREOF BY THE OTHER PARTY SHALL NOT BE CONSTRUED TO BE A WAIVER OF
ANY SUCCEEDING BREACH OF SUCH PROVISION OR A WAIVER OF THE PROVISION ITSELF.
15.6
SEVERABILITY.
IF AND TO THE EXTENT THAT ANY COURT OR TRIBUNAL OF
COMPETENT JURISDICTION HOLDS ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT,
OR THE APPLICATION THEREOF TO ANY CIRCUMSTANCES, TO BE INVALID OR UNENFORCEABLE
IN A FINAL NONAPPEALABLE ORDER, THE PARTIES SHALL USE THEIR BEST EFFORTS TO
REFORM THE PORTIONS OF THIS AGREEMENT DECLARED INVALID TO REALIZE THE INTENT OF
THE PARTIES AS FULLY AS PRACTICAL, AND THE REMAINDER OF THIS AGREEMENT AND THE
APPLICATION OF SUCH INVALID TERM OR PROVISION TO CIRCUMSTANCES OTHER THAN THOSE
AS TO WHICH IT IS HELD INVALID OR UNENFORCEABLE SHALL NOT BE AFFECTED THEREBY,
AND EACH OF THE REMAINING TERMS AND PROVISIONS OF THIS AGREEMENT SHALL REMAIN
VALID AND ENFORCEABLE TO THE FULLEST EXTENT OF THE LAW.
15.7
NOTICE.
ANY NOTICE TO BE GIVEN UNDER THIS AGREEMENT MUST BE IN
WRITING AND DELIVERED EITHER IN PERSON, BY ANY METHOD OF MAIL (POSTAGE PREPAID)
REQUIRING RETURN RECEIPT, OR BY INTERNATIONAL COURIER OR FACSIMILE CONFIRMED
THEREAFTER BY ANY OF THE FOREGOING, TO THE PARTY TO BE NOTIFIED AT ITS
ADDRESS(ES) GIVEN BELOW, OR AT ANY ADDRESS SUCH PARTY HAS PREVIOUSLY DESIGNATED
BY PRIOR WRITTEN NOTICE TO THE OTHER.
NOTICE SHALL BE DEEMED SUFFICIENTLY GIVEN
FOR ALL PURPOSES UPON THE EARLIER OF:
(A) THE DATE OF ACTUAL RECEIPT; (B) IF
MAILED, FIVE (5) CALENDAR DAYS AFTER THE DATE OF POSTMARK; OR (C) IF DELIVERED
BY INTERNATIONAL COURIER, THE NEXT BUSINESS DAY THE OVERNIGHT COURIER REGULARLY
MAKES DELIVERIES IN THE COUNTRY OF THE RECIPIENT:
59
If to Lilly, as follows:
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Facsimile:
Attn:
President, U.S. Affiliate
With a copy to:
Eli Lilly and Company
Lilly