definiens: as defined in the Bankruptcy Code . Upon the occurrence of any Insolvency Event with respect to aparty, the other party, as licensee of certain rights under this Agreement, shall retain and may fullyexercise all of its rights and elections under the Bankruptcy Code . Further, each Party agrees andacknowledges that all payments by [COMPANY] to [COMPANY] hereunder, other than the royalty paymentsunder Section 9.4.1, do not constitute royalties within the meaning of Section 365(n ) of theBankruptcy Code or relate to licenses of intellectual property hereunder . [COMPANY] and Merckacknowledge and agree that of intellectual property within the meaning of Section365(n ) of the Bankruptcy Code include, without limitation, laboratory notebooks, product samplesand inventory, research studies and data, and Regulatory Approvals . Each party shall, during theterm of this Agreement, create and maintain current copies or, if not amenable to copying, detaileddescriptions or other appropriate embodiments, to the extent feasible, of all such intellectualproperty . Each party ( in any capacity, including debtor - in - possession ) and its successors andassigns ( including a trustee ) shall : ( i)as the other party may elect in a written request, immediately upon such request ( A)perform all of the obligations provided in this Agreement to be performed by such partyincluding, where applicable, providing to the other party portions of such intellectualproperty ( including embodiments thereof ) held by such party and/or such successors andassigns or otherwise available to them ; or ( B ) provide to the other party all suchintellectual property ( including all embodiments thereof ) held by such party and/or suchsuccessors and assigns or otherwise available to them ; and ( ii)not interfere with the other party ’s rights under this Agreement, or any supplementalagreement, to such intellectual property ( including such embodiments ), including anyright to obtain such intellectual property ( or such embodiments ) from another entity