definiens: ( as such term isdefined in the UCC ) thereof shall not be part of the Seller ’s estate in the event of the filing of a petition by or against the Seller under any BankruptcyLaws . Each of the Seller and the Buyer hereby waives, to the maximum extent permitted by applicable law, any right to contest or otherwise assertthat this Agreement does not constitute a true, complete, absolute and irrevocable sale, transfer, assignment and conveyance by the Seller to theBuyer of all of the Seller ’s right, title and interest in and to the Revenue Participation Right under applicable Law, which waiver shall, to the maximumextent permitted by applicable Law, be enforceable against the Seller in any bankruptcy or insolvency proceeding relating to the Seller . Accordingly, the Seller shall treat the sale, transfer, assignment and conveyance of the Revenue Participation Right as a sale of an or a ( as appropriate ) in accordance with the UCC, and the Seller hereby authorizes the Buyer to file financing statements ( and continuationstatements with respect to such financing statements when applicable ) naming the Seller as the debtor and the Buyer as the secured party in respectto the Revenue Participation Right . Not in derogation of the foregoing statement of the intent of the parties hereto in this regard, and for the purposesof providing additional assurance to the Buyer in the event that, despite the intent of the parties hereto, the sale, transfer, assignment and conveyancecontemplated hereby is hereafter held not to be a sale, the Seller does hereby grant to the Buyer, as security for the payment of amounts to the Buyerequal to the Purchase Price ( including a market rate of return thereon ) less all Royalty Payments received by the Buyer pursuant to this Agreement, asecurity interest in and to all right, title and interest in, to and under the Revenue Participation Right, the Royalty Payments ( excluding, for theavoidance of doubt, accounts and payment intangibles ( each as defined in the UCC ) of the Seller ) and the Product Collateral, and the Seller doeshereby authorize the Buyer, from and after the Closing, to file such financing statements ( and continuation statements with respect to such financingstatements when applicable ) in such manner and such jurisdictions as are necessary or appropriate to perfect such security interest ( the )