Termination; Effects of Termination.
(a) Termination by Notice for Breach. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), and upon written notice to the other Party (as used in this Section 5.2(a), the “Terminated Party”), a Party may terminate this Agreement as a whole, or the rights and licenses of the Terminated Party and all of its Subsidiaries under this Agreement, or the rights and licenses of any materially breaching Subsidiary of the Terminating Party, in the event the Terminating Party or any of its Subsidiaries commits a material breach of this Agreement and does not correct such material breach within sixty (60) days after such Terminating Party’s receipt of written notice complaining thereof.
(b) Termination in Bankruptcy. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), and upon written notice to the other Party (as used in this Section 5.2(b), the “Terminated Party”), a Party may terminate this Agreement as a whole, or the rights and licenses of the Terminated Party and all of its Subsidiaries under this Agreement, or the rights and licenses of any Subsidiary of the Terminated Party, if (i) any Bankruptcy Event occurs with respect to such Terminated Party or with respect to any such Subsidiaries, and (ii) following such Bankruptcy Event, such Terminated Party or any of its Subsidiaries takes any Prohibited Action.
Subject to the provisions of Section 5.2(e)(ii) of this Agreement, the Parties and their respective Subsidiaries acknowledge and agree that, as further described in Section 7.2(b), this Agreement is personal to the Parties and their respective Subsidiaries; that U.S. patent law and other applicable non-bankruptcy law excuses a Party, without its consent, from accepting performance from or rendering performance to anyone other than the other Party and its Subsidiaries; and that this Agreement constitutes an executory contract of the kind specified in Section 365(c)(1) of Title 11 of the United States Code (the “Bankruptcy Code”). The Parties and their respective Subsidiaries further acknowledge and agree that Section 365(e)(1) of the Bankruptcy Code does not prevent termination of rights and licenses as set forth in this Section 5.2(b), and that Section 365(e)(2) of the Bankruptcy Code permits such termination, in each instance on the terms and subject to the conditions of this Section 5.2(b). Each of the Parties and its Subsidiaries hereby waives the protections of the “automatic stay” contained in Section 362 of the Bankruptcy Code to the extent required to permit each other Party to exercise its rights of termination under this Section 5.2(b).
(c) Termination Upon Change of Control. Subject to the terms of, and as further set forth in, Sections 5.2(d) and 5.2(e), this Agreement shall automatically terminate as a whole upon the consummation of a Change of Control of either Party.
(d) Effects of Termination.
(i) In the event of any termination of this Agreement pursuant to Section 5.2(a), and subject to the provisions of Section 5.2(e), the rights and licenses granted to any terminated Licensed Party(ies), including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination, but the rights and licenses granted to the non-terminated Licensed Party(ies) (including without limitation the Terminating Party and all of its non-terminated Subsidiaries) shall survive such termination of this Agreement subject to the non-terminated Licensed Party’s(ies’) continued compliance with the terms and conditions of this Agreement.
(ii) In the event of any termination of this Agreement pursuant to Section 5.2(c), and subject to the provisions of Section 5.2(e), the rights and licenses granted to both Parties under this Agreement, including without limitation the rights granted under Section 3.8(d), shall terminate as of the effective date of such termination.
(e) Rights of Licensees upon any Rejection in Bankruptcy.
(i) Generally. This Section 5.2(e)(i) is in all ways subject to the provisions of Section 5.2(e)(ii). All rights and licenses granted to any Licensed Party under or pursuant to this Agreement are, for all purposes of Section 365 of the Bankruptcy Code, licenses of rights to “intellectual property” as defined in the Bankruptcy Code, and, in the event that a case under the Bankruptcy Code is commenced by or against a Party or any of its Subsidiaries granting any right or license hereunder, each applicable Licensed Party shall have all of the rights set forth in Section 365 of the Bankruptcy Code to the maximum extent permitted thereby. Without limiting the foregoing, if any such case under the Bankruptcy Code is commenced by or against either Party or its Subsidiaries, each Licensed Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such Licensed Party, shall be promptly delivered to it (a) upon such Licensed Party’s written request following the commencement of such bankruptcy proceeding, unless the Party or Subsidiary subject to such bankruptcy case, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (b) if not delivered as provided under clause (a) above, upon such Licensed Party’s request following any rejection of this Agreement or any right or license hereunder by or on behalf of the Party or Subsidiary subject to such bankruptcy proceeding. All rights of the parties under this Section 5.2(e) and under Section 365 of the Bankruptcy Code are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, the Bankruptcy Code, and any other applicable law.
The red part points to 3.8 9 (d)
Restricted Patent Rights. If either Party or one of its Subsidiaries (as used in this Section 3.8(d), the “First Party”) owns or has the right to enforce or control the enforcement of any Patent Rights, but such First Party does not have the right to license such Patent Rights to the other Party and its Subsidiaries (as used in this Section 3.8(d), the “Second Party”) under the terms of this Agreement (such Patent Rights referred to in this Section 3.8(d) as “Restricted Patent Rights”) then, if and to the extent such Restricted Patent Rights would have been licensed to the Second Party under this Agreement if the First Party had the right to license such Restricted Patent Rights:
(i) the First Party hereby grants to the Second Party with respect to the Second Party Licensed Products, and promises for itself and its permitted successors and assigns of such Restricted Patent Rights to abide by its grant of, an immunity from suit for infringement of such Restricted Patent Rights of a scope identical to the rights that would have been granted under this Agreement if the First Party had the right to license such Restricted Patent Rights;