definiens: as defined unde r Section 101 of the U.S. Bankruptcy Code or analog ous provisions of Applicable Law outside the United Sta tes ( 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. Bankruptcy Code or any other provisions of Applicable Law outside the United States that prov ide similar protection for IP . In the event of termination of a Party pursuant to Section 11.2.1 or 11.3.1, the te rminated Party hereby grants to the other Party and its Affiliates a right to obtain possession of and to benefit fro m a complete duplicate of ( or complete access to, as appropriate ) any such IP and all embodiments of intellectual p roperty, which, if not already in such other Party ’s possess ion, will be promptly delivered to it upon such oth er Party ’s written request therefor . The term includes all tangible, elect ronic or other embodiments of rights and licenses hereunder, inclu ding all Licensed Products, all Regulatory Approval 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 interf ere with the exercise by the other Party or its Affilia tes 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 an d Affiliates of such other Party to obtain the IP and embodiment s of intellectual property in the possession or con trol of Third Parties as reasonably necessary or desirable for su ch other Party or Affiliates of such other Party to exercise such rights and licenses in accordance with this Agreeme nt . The Parties acknowledge and agree that mileston e 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