definiens: as defined under Section 101 of the U.S. Bankruptcy Code or an alogous provisions of Applicable Law outside the United States ( hereinafter ) . The Parties agree that each Party, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankr uptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for IP . In the event of termination of a Party pursuant to Section 11.2.1 or 11.3.1, the terminated Party hereby grants to the other Party and it s Affiliates a right to obtain possession of and to benefit from a complete duplicate of ( or complete access to, as appropriate ) any such IP and all embodiments of intellectual property, which, if not already in such other Party ’s possession, will be promp tly delivered to it upon such other Party ’s written request therefor . The term includes all tangible, electronic or other embodiments of rights and licenses hereunder, including all Licensed Products, all Regulatory A pproval Applications and Regulatory Approvals and rights of reference therein, and all Information related to Licensed Products, KHK Technology and [COMPANY] Technology, as applicable . The terminated Party will not interfere with the exercise by the other Party or its Affiliates of rights and licenses to IP and embodiments of intellectual property licensed hereunder in accordance with this Agreement and agrees to assist such other Party and Affiliates of such other Party to obtain the IP and embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for such other Party or Affiliates of such other Party to exercise such rights and licenses in accordance with this Agreement . The Parties acknowledge and agree that milestone payments made under Section 8.3 do not constitute royalties within the meaning of U.S. Bankruptcy Code § 365(n ) or relate to licenses of intellectual property hereunder