definiens: asdefined under Section 101 of the Bankruptcy Code or analogous provisions of Applicable Law outside the UnitedStates ( hereinafter ) . Upon a Party which is a licensor or rights granted under this Agreement entering into anyvoluntary or involuntary insolvency proceeding during the Term of this Agreement, and notwithstanding any attemptedtermination of this Agreement by any trustee, administrator or executor of such Party or an applicable bankruptcycourt, the Parties agree that : the other Party, as licensee of such rights under this Agreement, shall ( i ) retain and mayfully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of Applicable Lawoutside the United States that provide similar protection for IP and ( ii ) retain in perpetuity all rights and licenses hereingrant provided such Party continues to pay any royalties otherwise due hereunder ( subject to any right of set - offhereunder ) and the Party which has entered such insolvency proceeding shall have, to the extent required byapplicable bankruptcy laws in order to maintain the other Party 's license rights hereunder, no further obligations underthis Agreement other than to not interfere with such other Party 's license rights hereunder . Each Party hereby grantsto the other Party and its Affiliates a right to obtain possession of and to benefit from a complete duplicate of ( orcomplete access to, as appropriate ) any such IP and all embodiments of intellectual property, which, if not already inthe other Party ’s possession, shall be promptly delivered to it upon the other Party ’s written request therefor . The term includes all tangible, electronic or other embodiments of rights and licenseshereunder, including the Molecule, Product(s ), all Regulatory Approval Applications and Regulatory Approvals, and allInformation related to the Molecule and Product(s ), [COMPANY] Patent Rights and [COMPANY] Know - How, or AeviPatent Rights and Aevi Know - How, as applicable . Neither Party shall interfere with the exercise by the other Party orits Affiliates of rights and licenses to IP and embodiments of intellectual property licensed hereunder in accordancewith this Agreement, and each Party agrees to reasonably assist the other Party and its Affiliates to obtain the IP andembodiments of intellectual property in the possession or control of Third Parties as reasonably necessary ordesirable for the other Party or its Affiliates to exercise such rights and licenses in accordance with this Agreement