definiens: asdefined under Section 101 of the Bankruptcy Code or analogous provisions of Applicable Law outside the UnitedStates ( hereinafter ) . Upon a Party which is a licensor or rights granted under this Agreement entering into anyvoluntary or involuntary insolvency proceeding during the Term of this Agreement, and notwithstanding any attemptedtermination of this Agreement by any trustee, administrator or executor of such Party or an applicable bankruptcycourt, the Parties agree that : the other Party, as licensee of such rights under this Agreement, shall ( i ) retain and mayfully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of Applicable Lawoutside the United States that provide similar protection for IP and ( ii ) retain in perpetuity all rights and licenses hereingrant provided such Party continues to pay any royalties otherwise due hereunder ( subject to any right of set - offhereunder ) and the Party which has entered such insolvency proceeding shall have, to the extent required byapplicable bankruptcy laws in order to maintain the other Party ’s license rights hereunder, no further obligations underthis Agreement other than to not interfere with such other Party ’s license rights hereunder . Each Party hereby grantsto the other Party and its Affiliates a right to obtain possession of and to benefit from a complete duplicate of ( orcomplete access to, as appropriate ) any such IP and all embodiments of intellectual property, which, if not already inthe other Party ’s possession, shall be promptly delivered to it upon the other Party ’s written request therefor . The term includes all tangible, electronic or other embodiments of rights and licenseshereunder, including all Licensed Products, all Regulatory Approval Applications and Regulatory Approvals and rightsof reference therein, and all Information related to Licensed Products, Forendo Patent Rights and Forendo Know - How, or Licensee Patent Rights and Licensee Know - How, as applicable . Neither Party shall interfere with the exercise bythe other Party or its Affiliates of rights and licenses to IP and embodiments of intellectual property licensedhereunder in accordance with this Agreement, and each Party agrees to reasonably assist the other Party and itsAffiliates to obtain the IP and embodiments of intellectual property in the possession or control of Third Parties asreasonably necessary or desirable for the other Party or its Affiliates to exercise such rights and licenses inaccordance with this Agreement . The parties agree that the terms of this Agreement are fair and reasonable, -38- [ * * * ] Confidential Information, indicated by [ * * * ], has been omitted by this filing and filed separately with the Securitiesand Exchange Commission.are not overly burdensome and have been negotiated in an arms - length transaction between unrelated parties witheach party represented by legal counsel . If any provision herein is deemed onerous or otherwise unenforceable by anyapplicable bankruptcy court, the parties shall use good faith efforts to amend the Agreement ( e.g., removing suchonerous provision ) so as to avoid any consequences thereof under applicable bankruptcy laws10.6 Return of Confidential Information . Except to the extent otherwise required by Applicable Law, upontermination of this Agreement, each Party shall promptly return to the other Party, delete or destroy all relevantrecords and materials in such Party ’s possession or control containing Confidential Information of the other Party;provided that such Party may keep one copy of such materials for archival purposes only or to otherwise enjoy itscontinuing rights under this Agreement