definiens: ( as defined in the Bankruptcy Code ) . The Parties hereto acknowledge and agree that the payments provided for underSections 5 and all other payments by [COMPANY] to [COMPANY] hereunder or under the Commercialization Agreement 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 is rejected as provided in the BankruptcyCode and ( c ) [COMPANY] elects to retain its rights hereunder as provided in Section 365(n ) of the Bankruptcy Code, then [COMPANY] ( in anycapacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) will provide to [COMPANY] all IntellectualProperty Rights licensed hereunder, and agrees to grant and hereby grants to [COMPANY] and its Affiliates a right to access and to obtainpossession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed orlimited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Candidate or Product, or otherwiserelated to any right or license granted under or pursuant to this Agreement : ( i ) copies of pre - clinical and clinical research data andresults ; ( ii ) all of the following ( to the extent that any of the following are so related ): [COMPANY] Materials, cell lines, antibodies, assays, reagents and other biological materials ; ( iii ) samples or Candidates and Products ; ( iv ) [COMPANY] Technology, Product Technology, andRNA Technology, ( v ) laboratory notes and notebooks ; ( vi ) Candidate and Product data or filings, and ( vii ) rights of reference in respect offilings for and Regulatory Approvals, all of which constitute of intellectual property pursuant to Section 365(n ) of theBankruptcy Code, and ( viii ) all other embodiments of such intellectual property, whether any of the foregoing are in BioNTech’spossession or control or in the possession and control of any Third Party but which [COMPANY] has the right to access or benefit from andto make available to [COMPANY] . [COMPANY] will not interfere with the exercise by [COMPANY] or its Affiliates of rights and licenses to IntellectualProperty Rights licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use CommerciallyReasonable Efforts to assist [COMPANY] and its Affiliates to obtain such Intellectual Property Rights and embodiments thereof in thepossession or control of Third Parties as reasonably necessary or useful for [COMPANY] or its Affiliates or Sublicensees to exercise such rightsand licenses in accordance with this Agreement