definiens: ( as defined in Section 101(35A ) of the Code ) . The Part ies agree that the licensee of such rights under this Agreeme nt will retain and may fully exercise all of its pr otections, rights, and elections under the Code and any simila r laws in any country other than the U.S. Each Part y hereby acknowledges that : ( a ) copies of research data ; ( b ) laboratory samples ; ( c ) product samples and invent ory ; ( d ) formulas ; ( e ) laboratory notes and notebooks ; ( f ) data and results related to Clinical Trials ; ( g ) regulatory filings and Regulatory Approvals ; ( h ) rights of ref erence in respect of regulatory filings and Regulat ory Approvals ; ( i ) pre - clinical research data and resul ts ; ( j ) tangible KnowHow ; and ( k ) marketing, advert ising, and promotional materials, in each case ( ( a ) through ( k ) ), that relate to such intellectual property, cons titute of such intellectual property pursuan t to Section 365(n ) of the Code, and that the licen see will be entitled to a complete duplicate of ( or complete ac cess to, as appropriate ) any such intellectual prop erty and all embodiments of such intellectual property, and the same, if not already in its possession, will be pro mptly delivered to it upon its written request therefor a nd election under Section 365(n)(1)(B ) of the Code to retain the licenses granted by [COMPANY] to Licensee hereunder in the event of [COMPANY] ’s rejection of this Agre ement, unless [COMPANY] elects to continue to perform all of its obligations under this Agreement . The provis ions of this Section 12.4.2 ( Termination for Bankruptcy ) are wit hout prejudice to any rights the non - subject Party may have arising under the Code, laws of other jurisdictions governing insolvency and bankruptcy, or other Appl icable Law . The Parties agree that they intend the followi ng rights to extend to the maximum extent permitted by Applicable Law, including for purposes of the Code and any similar laws in any country other than the U.S. : ( x ) the right of access to any intellectual property ( i ncluding all embodiments thereof ) of [COMPANY], or any Third Party with whom [COMPANY] contracts in accordance w ith this Agreement to perform an obligation of Plex xikon under this Agreement which is necessary or useful f or the Development, Manufacture, or Commercializati on of any Licensed Molecule or Licensed Product ; ( y ) the right to contract directly with any Third Party des cribed in ( x ) to complete the contracted work ; and ( z ) the ri ght to cure any Default under any such agreement wi th a Third Party and set off the costs thereof against amounts payable to such [COMPANY] under this Agreement