definiens: ( as defined in the Bankruptcy Code ) . The Parties hereto acknowledge and agree that the paymentsprovided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 and all other payments by [COMPANY] to BIND hereunder, other thanroyalty payments pursuant to Section 8.9, do not constitute royalties within the meaning of Section 365(n ) of theBankruptcy Code or relate to licenses of intellectual property hereunder . If ( a ) a case under the Bankruptcy Code iscommenced by or against BIND, ( b ) this Agreement is rejected as provided in the Bankruptcy Code and ( c ) Pfizerelects to retain its rights hereunder as provided in Section 365(n ) of the Bankruptcy Code, then BIND ( in anycapacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) shall provide toPfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to [COMPANY] and its Affiliates aright to access and to obtain possession of and to benefit from and, in the case of any chemical or biologicalmaterial or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each ofthe following to -66 - the extent related to any Agreement Compound or Covered Product, or otherwise related to any right or licensegranted under or pursuant to this Agreement : ( i ) copies of pre - clinical and clinical research data and results ; ( ii ) allof the following ( to the extent that any of the following are so related ): assays, reagents and other materials;(iii ) Agreement Compound or Covered Product samples ; ( iv ) BIND Background Technology, ( v ) laboratory notesand notebooks ; ( vi ) Agreement Compound and Covered Product data or filings, and ( vii ) Rights of Reference inrespect of regulatory filings and approvals, all of which constitute of intellectual property pursuantto Section 365(n ) of the Bankruptcy Code, and ( viii ) all other embodiments of such intellectual property, whetherany of the foregoing are in BIND ’s possession or control or in the possession and control of any Third Party butwhich BIND has the right to access or benefit from and to make available to [COMPANY] . BIND shall not interfere with theexercise by [COMPANY] or its Affiliates of rights and licenses to intellectual property licensed hereunder andembodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts toassist [COMPANY] and its Affiliates to obtain such intellectual property and embodiments thereof in the possession orcontrol of Third Parties as reasonably necessary or desirable for [COMPANY] or its Affiliates or Sublicensees to exercisesuch rights and licenses in accordance with this Agreement