definiens: ), licenses of rights to as defined under Section 101 of the Bankruptcy Code . In the event that LICENSOR as a debtor - in­possession or a trustee - in - bankruptcy under the Bankruptcy Code rejects this Agreement or LICENSEE 's right to continue the licenses under this Agreement, LICENSEE may elect to retain its license rights hereunder ( including, without limitation, its rights of exclusivity ) in accordance with Section 365 ( n ) of the Bankruptcy Code, provided that LICENSEE continues to meet its obligations under this Agreement and pays LICENSOR ( or as otherwise directed by the Bankruptcy Court or provided under the Bankruptcy Code ) any amounts payable by LICENSEE hereunder if any amounts are still outstanding and/or shall become due and payable pursuant to the terms of this Agreement minus ( to the extent permitted by Section 365 ( n ) of the Bankruptcy Code ) any costs incurred by LICENSEE in connection with LICENSEE 's performance of obligations required to be performed by LICENSOR under this Agreement and not performed by LICENSOR . Thereafter, in the manner provided for by Section 365 en ) of the Bankruptcy Code, neither LICENSOR as debtor - in - possession, nor a trustee - in - bankruptcy, shall interfere with any of the license rights of LICENSEE under this Agreement 12.9 This Agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the law of the State of New York, USA, as such law applies to contracts signed and fully performed in such State . Each party to this Agreement agrees that any legal action or proceeding against it arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action or proceeding may only be brought in the United States District Court for the Southern District of New York, New York, and by execution and delivery of this Agreement, each party hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues . Each party also irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue of any such action or proceeding brought in any such court and any claim that any such action brought in such court has been brought in an inconvenient forum