definiens: 20 CONFIDENTIAL TREATMENT Execution Copy ( as defined in Section IOI(35A ) of Title 11 of the United States Code, as amended ( such Title 11, the » . In the event this Agreement is rejected under Section 365 of the Bankruptcy Code, [COMPANY] hereby grants to [COMPANY], subject to [COMPANY] 's obligations under Sections 365(n)(2)(A ) and ( B ), a right of access and to obtain possession of and to benefit from each of the following embodiments to the extent related to [COMPANY] 's exercise of its license rights to any Licensed Products or otherwise related to any rights or licenses granted under or pursuant to any Section of this Agreement : ( i ) copies of pre - clinical and clinical research data and results, ( ii ) aliquots of laboratory samples, ( iii ) Licensed Product samples and inventory, ( iv ) Cell Lines expressing Licensed Products, libraries encoding Licensed Products or components thereof and sequences thereof, ( v ) copies of laboratory notes and notebooks pertaining to Licensed Products, ( vi ) copies of data and results related to clinical trials of Licensed Products, ( vii ) regulatory filings and approvals of Licensed Products, ( viii ) rights of reference in respect of regUlatory filings and approvals of Licensed Products, and ( ix ) plasmid and vectors encoding Licensed Product SMIPs, all of which constitute of intellectual property pursuant to Section 365(n ) of the Bankruptcy Code, and ( xi ) all other embodiments of such intellectual property in [COMPANY] 's possession or control . Recognizing that the embodiments described above may be useful or necessary to [COMPANY] in connection with its continued operation of its business, and that a Third Party may also have a right of access to such embodiment under Section 365(n ) of the Bankruptcy Code or applicable non - bankruptcy law, where there is a fixed or limited quantity of any biological material Qr other tangible item of such embodiment described above, [COMPANY] shall be entitled to a pro rata portion thereof . [COMPANY] agrees not to interfere with [COMPANY] 's exercise under the Bankruptcy Code of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts ( short of any obligation of [COMPANY] to incur expenses in connection therewith ) to assist [COMPANY] to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or useful for [COMPANY] to exercise such rights and licenses in accordance with this Agreement ; provided, however, that [COMPANY] 's Commercially Reasonable Efforts for purposes of this Section 2.7 shall not be deemed to include an obligation to make payments to Third Parties to obtain such intellectual property rights and embodiments thereof . The Parties hereto acknowledge and agree that reimbursement payments pursuant to Sections 3.6 and 4.6 and all other payments by [COMPANY] to [COMPANY] hereunder other than royalty payments pursuant to Section 5.4 and Additional Research and Development Expense Payments under Section 5.3 do not constitute royalties within the meaning of Bankruptcy Code § 365(n ) or relate to licenses of intellectual property hereunder