definiens: ( asdefined in the Bankruptcy Code ) . The Parties hereto acknowledge and agree that the payments provided for under Sections 3.1 through3.4 and all other payments by [COMPANY] to [COMPANY] hereunder, other than royalty payments pursuant to Section 3.5, do not constituteroyalties within the meaning of Section 365(n ) of the Bankruptcy Code or relate to licenses of intellectual property hereunder . If ( a ) acase under the Bankruptcy Code is commenced by or against [COMPANY], ( b ) this Agreement 74is rejected as provided in the Bankruptcy Code and ( c ) [COMPANY] elects to retain its rights hereunder as provided in Section 365(n ) of theBankruptcy Code, then [COMPANY] ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including anytrustee ) will provide to [COMPANY] all intellectual property licensed hereunder, and agrees to grant and hereby grants to [COMPANY] and itsAffiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material orother tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent relatedto any Candidate or Product, or otherwise related to any right or license granted under or pursuant to this Agreement : ( i ) copies ofpre - clinical and clinical research data and results ; ( ii ) all of the following ( to the extent that any of the following are so related):BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials ; ( iii ) samples or Candidates and Products;(iv ) [COMPANY] Technology and RNA Technology, ( v ) laboratory notes and notebooks ; ( vi ) Candidate and Product data or filings, and(vii ) Rights of Reference in respect of regulatory filings and approvals, all of which constitute of intellectual propertypursuant to Section 365(n ) of the Bankruptcy Code, and ( viii ) all other embodiments of such intellectual property, whether any of theforegoing are in [COMPANY] ’s possession or control or in the possession and control of any Third Party but which [COMPANY] has the rightto access or benefit from and to make available to [COMPANY] . [COMPANY] will not interfere with the exercise by [COMPANY] or its Affiliates ofrights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agreesto use Commercially Reasonable Efforts to assist [COMPANY] and its Affiliates to obtain such intellectual property and embodiments thereofin the possession or control of Third Parties as reasonably necessary or useful for [COMPANY] or its Affiliates or Sublicensees to exercisesuch rights and licenses in accordance with this Agreement