definiens: ), licenses of rights to as defined under the Bankruptcy Laws . Upon the occurrence of any Insolvency Event with respect to a Party ( the ), the Insolvent Party agrees that the other Party ( the ), as licensee o f such rights under this Agreement, shall retain and may f ully exercise all of its rights and elections under the Bankruptcy Laws . Further, each Party agre es and acknowledges that all payments hereunder, other than the upfront payment pursuant to Section 8 .1, milestone payments pursuant to Section 8.2 the royalty payments pursua nt to Section 8.3, and the payments pursuant to Section 8.10 do not constitute royaltie s within the meaning of Section 365(n ) or relate to licenses of intellectual property hereund er . Each Party shall, during the term of this Agreement, create and maintain current copies or, i f not amenable to copying, detailed descriptions or other appropriate embodiments, to t he extent feasible, of all such intellectual property ( Licensed Technology in the case of [COMPANY] and [COMPANY] Technology in the case of [COMPANY] ) . Each Party agrees and acknowledges that of intellectual property within the meaning of Section 365(n ) inclu de laboratory notebooks, cell lines, product samples and inve ntory, research studies and data, Regulatory Approv als and Regulatory Documentation in each case to the extent related to the Licensed Compound and Licensed Products . If : ( i ) a case is commenced duri ng the Term by or against a Party under the Bankruptcy La ws, ( ii ) this Agreement is rejected as provided for under the Bankruptcy Laws, and ( iii ) the Non- Insolvent Party elects to retain its rights hereund er as provided for under the Bankruptcy Laws, then the Insolvent Party ( in any capacity, including debtor - in -possession ) and its successors and assigns ( includi ng a Title 11 trustee ), shall ( x ) provide to the Non - Insolvent Party immediately upon the Non- Insolvent Party ’s written request copies of all such intellectual property ( including embodi ments thereof ) hel d by the Insolvent Party and such successors and assigns, or otherwise avail able to them, and ( y ) not interfere with the Non- Insolvent Party ’s rights under this Agreement, or a ny related agreements between the Parties, to such intellectual property ( includ ing such embodiments ), including any right to obtain such intellectual property ( or such embod iments ) from another entity, to the extent provided in the Bankruptcy Laws . Whenever the Insol vent Party or any of its successors or assigns provides to the Non - I nsolvent Party any of the intellectual property lic ensed hereunder ( or any embodiment thereof ) pursuant to t his Section 12.6(b ), the Non- Insolvent Party shall have the right to perform the Insolvent Party ’s obligations hereunder with respect to such intellectual property, but neither such pro vision nor such performance by the Non -Insolvent Party shall release the Insolvent Party f rom liability resulting from rejection of the license or the failure to perform such obligations