definiens: as defined under Section 10 1(35A ) of the Bankruptcy Code ) and : ( a ) all reports, drawings, samples, prototypes and other books and r ecords and embodiments of the intellectual property shall be deemed of the intellectual property p rotected by Section 365 of the Bankruptcy Code here under ; and ( b ) any escrow agreements established pursuant to this agreement shall be an to this Agreement for the purposes of Section 365(n ) o f the Bankruptcy Code . All of the rights of [COMPANY] and its Affiliates under this Agreement shall be deemed to exist immediately before the occurrence of any bank ruptcy proceeding in which Hansen is a debtor . The Parties hereto acknowledge and agree that [COMPANY] and its Affiliates, as licensees of such rights under this Agreement, s hall retain and may fully exercise all of their rig hts and elections under the Bankruptcy Code or equivalent l aw, statute, treaty or legislation in any other jur isdiction including, but not limited to, those rights and rem edies under Section 365(n ) of the Bankruptcy Code . Without limiting the generality of the foregoing, Hansen fu rther agrees that, in the event that any proceeding shall be instituted by or against Hansen seeking to adjudica te it as bankrupt or insolvent, or seeking liquidat ion, winding up, reorganization, arrangement, adjustment, protec tion, relief or composition of Hansen or its debts under any law relating to bankruptcy, insolvency, or reorgani zation or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for Hansen or any substanti al part of its property or if Hansen shall take any action to auth orize any of the foregoing actions ( collectively, a n ), [COMPANY] and its Affiliates shall reta in all rights, licenses, privileges, releases, non- assertions and immunities granted under or pursuant to this Agreem ent and their rights to enforce these rights under this Agreement . Without limiting the foregoing, to the m aximum extent permitted by law, [COMPANY] and its Aff iliates shall not be affected by the rejection of this Agre ement in any such Insolvency Proceeding ( a ) and [COMPANY] and its Affiliates shall retain all rights and remedies as provided under Section 365(n ) of th e Bankruptcy Code . Upon any Rejection, Hansen and/or any trustee shall be required to turn over the intellectual pr operty subject to this Agreement to [COMPANY] upon written r equest made by [COMPANY] to Hansen and/or the trustee . [COMPANY] shall under no circumstances be required to termina te this Agreement after a Rejection in order to enj oy or acquire any of its rights under this Agreement ; pro vided, however, upon any such Rejection [COMPANY] sha ll have the automatic right to terminate this Agreement . In the event that this Agreement is subject to a Reje ction any continuing payments required by [COMPANY] hereunder s hall be equitably adjusted to reflect the loss of a ny services or other rights of Phillips and its Affiliates or o bligations of Hansen or its Affiliates that are ter minated as a result of any such Rejection . Notwithstanding anyth ing in this Agreement to the contrary, in the event that Hansen files for relief or protection under the Ban kruptcy Code, or there is otherwise an Insolvency P roceeding by or against Hansen, Hansen acknowledges and agree s that each and all of the rights, licenses, privil eges, non - assertions and immunities granted to [COMPANY] under this Agreement are not assumable by Hansen ( or a tr ustee ) and are not assignable to a Third Party . Upon any s uch Insolvency Proceeding by or against Hansen, Phi lips shall be deemed to have made a request for enforcem ent of all of its rights and licenses pursuant to Section 365(n)(4 ) of the Bankruptcy Code, without f urther action by [COMPANY]