definiens: ( as defined in Section 101(35A ) of theCode ) . The Parties agree that the licensee of such rights under this Agreement will retain and may fullyexercise all of its protections, rights, and elections under the Code and any similar laws in any countryother than the U.S. Each Party hereby acknowledges that : ( a ) copies of research data, ( b ) laboratorysamples, ( c ) product samples, ( d ) formulas, ( e ) laboratory notes and notebooks, ( f ) data and resultsrelated to Clinical Trials, ( g ) regulatory filings and Regulatory Approvals, ( h ) rights of reference in respectof regulatory filings and Regulatory Approvals, ( i ) pre - clinical research data and results, and ( j ) marketing, advertising, and promotional materials, in each case ( ( a ) through ( j ) ), that relate to such intellectualproperty, constitute of such intellectual property pursuant to Section 365(n ) of the Code, and that the licensee will be entitled to a complete duplicate of ( or complete access to, as appropriate)any such intellectual property and all embodiments of such intellectual property, and the same, if notalready in its possession, will be promptly delivered to it upon its written request therefor and electionunder Section 365(n)(1)(B ) of the Code to retain the licenses granted by Jounce to [COMPANY] hereunder inthe event of Jounce ’s rejection of this Agreement, unless Jounce elects to continue to perform all of itsobligations under this Agreement . The provisions of this Section 14.4.2 are without prejudice to any rightsthe non - subject Party may have arising under the Code, laws of other jurisdictions governing insolvencyand bankruptcy, or other Applicable Law . The Parties agree that they intend the following rights to extendto the maximum extent permitted by Applicable Law, including for purposes of the Code and any similarlaws in any country other than the U.S. : ( x ) the right of access to any intellectual property ( including allembodiments thereof ) of Jounce, or any Third Party with whom Jounce contracts in accordance with thisAgreement to perform an obligation of Jounce under this Agreement which is necessary or useful for theDevelopment, Manufacture, or Commercialization of any Licensed Compound or Licensed Product ; ( y)the right to contract directly with any Third Party described in ( x ) to complete the contracted work, and ( z)the right to cure any Default under any such agreement with a Third Party and set off the costs thereofagainst amounts payable to such licensor under this Agreement