Mondelez 2012 Annual Report Download - page 292

Without limiting Kraft’s rights under Section 20.1 , if Supplier commits a material breach which has a significant impact on the ability of Kraft
or the Eligible Recipients to conduct a material aspect of their businesses, and Supplier is unable to cure such breach within [ * * * ], Kraft may,
in addition to its other remedies at law and in equity, obtain from a third party or provide for itself services which will allow Kraft or the Eligible
Recipients to conduct their businesses until Supplier has cured the breach or this Agreement is terminated. Supplier shall reimburse Kraft for all
costs and expenses of obtaining or providing such services, at Kraft’s election, for up to [ * * * ] after Supplier has notified Kraft in writing that
Supplier will be unable to resume performance of the affected Services, which notice may not be given until after the commencement of the
breach. The express inclusion of this remedy in this Section 20.7 does not limit Kraft’s right to use a similar remedy for other breaches by
Supplier of this Agreement.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
143
Code (a “
Bankruptcy Rejection
”), (i) any and all of the licensee and sublicensee rights, to the extent such rights are “intellectual
property rights”, of Kraft and the Eligible Recipients arising under or otherwise set forth in this Agreement, including without
limitation the rights of Kraft and/or the Eligible Recipients referred to in Section 14.6 , shall be deemed, upon election by Kraft under
Section 365(n)(1)(b) of the Bankruptcy Code, fully retained by and vested in Kraft and/or the Eligible Recipients as protected
intellectual property rights under Section 365(n)(1)(B) of the Bankruptcy Code and further shall be deemed to exist immediately
before the commencement of the bankruptcy case in which Supplier is the debtor; (ii) Kraft shall have all of the rights afforded to non-
debtor licensees and sublicensees under Section 365(n) of the Bankruptcy Code; and (iii) to the extent any license or sublicense rights
of Kraft and/or the Eligible Recipients under this Agreement which arise after the termination or expiration of this Agreement are
determined by a bankruptcy court not to be “intellectual property rights” for purposes of Section 365(n), all of such license or
sublicense rights shall remain vested in and fully retained by Kraft and/or the Eligible Recipients to the extent provided in this
Agreement after any Bankruptcy Rejection as though this Agreement were terminated or expired in accordance with its terms. Kraft
shall under no circumstances be required to terminate this Agreement after a Bankruptcy Rejection in order to enjoy or acquire any of
its rights under this Agreement, including without limitation any of the rights of Kraft referenced in Section 14.6 , unless termination
of this Agreement or a Supplement by Kraft is required under the terms of the Agreement for Kraft to enjoy or acquire any such rights.
20.7
Critical Services
.
21.
GENERAL
21.1 Binding Nature and Assignment
.
21.1.1
Binding Nature
. This Agreement will be binding on the Parties and their respective successors and permitted assigns.
21.1.2
Assignment
. Neither Party may, or will have the power to, assign this Agreement without the prior written consent of the other,
except in the following circumstances:
21.1.2.1 Kraft may assign its rights or obligations under this Agreement, in whole or in part, without approval of Supplier, to an
Affiliate which expressly assumes Kraft’
s obligations and responsibilities hereunder, provided Kraft (i) remains fully liable
for and is not relieved from the full performance of its obligations under this Agreement, and (ii) provides Supplier prompt
written notice of the assignment; and