definiens: ( as defined in Section 1 01(35A ) of the Code ) . The Parties agree that the li censee of such rights under this Agreement will retain and ma y fully exercise all of its protections, rights and elections under the Code and any similar laws in any other co untry . Each Party hereby acknowledges that copies o f research data, laboratory samples, product samples and inventory, formulas, laboratory notes and noteb ooks, pre - clinical research data and results, tangible Know - H ow and rights of reference, in each case that relat e to such intellectual property, constitute of such intellectual property pursuant to Section 365 ( n ) of the Code, and that the licensee will be entitled to a c omplete duplicate of ( or complete access to, as app ropriate ) any such intellectual property and all embodiments of s uch intellectual property, and the same, if not alr eady in its possession, will be promptly delivered to it upon i ts written request therefor and election under Bank ruptcy Code Section 365(n)(1)(B ) to retain the licenses granted hereunder . The provisions of this Section 17.4.2 ( Section 365(n ) Rights ) are without prejudice to any rights the non - subject Party may have arising under the Co de, laws of other jurisdictions governing insolvency and ban kruptcy or other Applicable Law . The Parties agree that they intend the following rights to extend to the maximu m extent permitted by law, including for purposes o f the Code and any similar laws in any other country : ( x ) the right of access to any intellectual property ( including all embodiments thereof ) of the licensor, or any Third Party 77 with whom the licensor contracts to perform an obli gation of such licensor under this Agreement which is necessary for the Development, Manufacture or Comme rcialization of a Licensed Product ; ( y ) the right t o contract directly with any Third Party described in ( x ) to complete the contracted work and ( z ) the ri ght to cure any breach of or default under any such agreement w ith a Third Party and set off the costs thereof aga inst amounts payable to such licensor under this Agreeme nt