definiens: ( as defined in theBankruptcy Code ) . The Parties acknowledge and agree that all of the payments provided for under Sections 3 and allother payments by [COMPANY] to Collaborator hereunder, other than royalty payments pursuant to Section 3.5 do notconstitute royalties within the meaning of Section 365(n ) of the Bankruptcy Code or relate to licenses of intellectualproperty hereunder . If ( a ) a case under the Bankruptcy Code is commenced by or against Collaborator, ( b ) thisAgreement is rejected as provided in the Bankruptcy Code and ( c ) [COMPANY] elects to retain its rights hereunder asprovided in Section 365(n ) of the Bankruptcy Code, then Collaborator ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) shall provide to [COMPANY] all intellectual propertylicensed hereunder, and agrees to grant and hereby grants to [COMPANY] and its Affiliates a right to access and to obtainpossession of and to benefit from and, in the case of any chemical or biological material or other tangible item ofwhich there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related toany Antibody or Product, or otherwise related to any right or license granted under or pursuant to this Agreement : ( i)copies of pre - clinical and clinical research data and results ; ( ii ) all of the following ( to the extent that any of thefollowing are so related ): cell lines, antibodies, assays, reagents and other biological materials ; ( iii ) Product samples;(v ) laboratory notes and notebooks ; ( vi ) Product data or filings, and ( vii ) rights of reference in respect of regulatoryfilings and approvals, all of which constitute of intellectual property pursuant to Section 365(n ) ofthe Bankruptcy Code, and ( viii ) all other embodiments of such intellectual property, whether any of the foregoingare in Collaborator ’s possession or control or in the possession and control of any Third Party but which Collaboratorhas the right to access or benefit from and to make available to [COMPANY] ; provided, however, that none of the foregoingshall include rights to the Collaborator Platform or Collaborator Platform Technology except as expressly licensedunder this Agreement