definiens: means, with respect to either Party, ( a ) such Party shall commence a voluntary case or other proceedingseeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereinafter ineffect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consentto any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shallmake a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing ; ( b ) an involuntary case or otherproceeding shall be commenced against such Party seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereinafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of itor any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty ( 30 ) days;(c ) a decree or order for relief shall be entered against such Party under any bankruptcy, insolvency, or other similar law as now or hereafter in effect ; ( d ) suchParty ’s liabilities exceed the fair market value of its assets or such Party otherwise becomes insolvent or ( e ) the dissolution or liquidation of, or cessation ofbusiness in the ordinary course by, such Party or such Party being unable to pay its debts as they come due, or the admission in writing of such Party of theinability to pay its debts as they become due ; 66Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company ’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934.(b ) all rights and licenses granted under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes ofSection 365(n ) of the US Bankruptcy Code, licenses of rights to as defined under Section 101 of the US Bankruptcy Code . The Partiesagree that [COMPANY], as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US BankruptcyCode . The Parties further agree that, in the event of commencement of a bankruptcy proceeding by or against [COMPANY] under the US Bankruptcy Code, [COMPANY] will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of suchintellectual property, and the same, if not already in its possession, will be promptly delivered to it ( i ) upon any such commencement of a bankruptcyproceeding upon its written request therefore, unless [COMPANY] elects to continue to perform all of its obligations under this Agreement, or ( ii ) if notdelivered under ( i ) above, following the rejection of this Agreement by or on behalf of [COMPANY] upon written request by [COMPANY] ; ( c ) all rights, powers and remedies of [COMPANY] provided for in this Section 11.2.2 are in addition to and not in substitution for any and allother rights, powers and remedies now or hereafter existing at law or in equity ( including, without limitation, under the US Bankruptcy Code ) . In the event ofthe Bankruptcy of [COMPANY], [COMPANY], in addition to the rights, powers and remedies expressly provided herein, shall be entitled to exercise all other suchrights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity ( including, without limitation, under the USBankruptcy Code )