definiens: as defined in Section 101(35A ) of the Bankruptcy Code, which have been licensed hereunder in a contemporaneous exchange for value . The Parties furtheracknowledge and agree that if a Party or any of its permitted successors or assigns : ( i ) becomesinsolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due ; ( ii)applies for, or consents to, the appointment of a trustee, receiver or other custodian for it, or makes ageneral assignment for the benefit of its creditors ; ( iii ) commences, or has commenced against it, anybankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy orinsolvency law, or any dissolution or liquidation proceedings ; or ( iv ) elects to reject, or a trustee on behalfof it elects to reject, this Agreement or any agreement supplementary hereto, pursuant to Section 365 ofthe Bankruptcy Code, or if this Agreement or any agreement supplementary hereto is deemed to berejected pursuant to Section 365 of the Bankruptcy Code for any reason, then this Agreement, and anyagreement supplementary hereto, shall be governed by Section 365(n ) of the Bankruptcy Code and thelicensee Party will retain and may elect to fully exercise its rights under this Agreement in accordancewith Section 365(n ) of the Bankruptcy Code