definiens: as defined in the Bankruptcy Code . Upon the occurrence of any Insolvency Event with respect to Licensor, Licensor agrees that Licensees, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the Bankruptcy Code . Further, each Party agrees and acknowledges that all payments by Licensees to Licensor hereunder, other than the License and Option Fee pursuant to Section 3.01, royalty payments pursuant to Section 3.04 and Section 3.1 0, and the sales milestone pursuant to Section 3.03, do not constitute royalties within the meaning of Section 365(n ) of the Bankruptcy Code or relate to licenses of intellectual property hereunder . Licensor shall, during the term of this Agreement, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property . If a case is commenced under the Bankruptcy Code by or against Licensor, Licensor ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including a trustee ) shall : ( i ) as Licensees may elect in a written request, immediately upon such request ( A ) perform all of the obligations provided in this Agreement to be performed by Licensor including, where applicable, providing to Licensees portions of such intellectual property ( including embodiments thereot ) held by Licensor and/or such successors and assigns or otherwise available to them ; or ( B ) provide to Licensees all such intellectual property ( including all embodiments thereot ) held by Licensor and/or such successors and assigns or otherwise available to them : and ( ii ) not interfere with Licensee 's rights under this Agreement, or any agreement supplemental hereto, to such intellectual property ( including such embodiments ), including any right to obtain such intellectual property ( or such embodiments ) from another entity, to the extent provided in Section 365(n ) of the Bankruptcy Code