definiens: as defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that [COMPANY] andTitan shall retain and may fully exercise all of their respective rights, remedies and elections under the BankruptcyCode . The Parties further agree that, in the event of the commencement of a bankruptcy or reorganization case by oragainst a Party under the Bankruptcy Code, the other Party shall be entitled to all applicable rights under Section 365(including 365(n ) ) of the Bankruptcy Code . Upon rejection of this Agreement by Titan or a trustee in bankruptcy forTitan, pursuant to Section 365(n ) [COMPANY] may elect ( a ) to treat this Agreement as terminated by such rejection or ( b)to retain its rights ( including any right to enforce any exclusivity provision of this Agreement, but excluding any otherright under non - bankruptcy law to specific performance of this Agreement ) to intellectual property ( including anyembodiment of such intellectual property to the extent protected by applicable non - bankruptcy law as such rightsexisted immediately before such bankruptcy case commenced ) under this Agreement and under any agreementsupplementary to this Agreement for the duration of this Agreement and any period for which this Agreement couldhave been extended by [COMPANY] as of right, subject, however, to the continued payment of all amounts owing underSection 7.2 of this Agreement, all of which amounts shall be deemed to be royalties for purposes of Section 365(n ) ofthe Bankruptcy Code . For the avoidance of doubt, other than those payments paid by [COMPANY] to Titan pursuant toSection 7.2, no other amounts payable under this Agreement shall be deemed royalties for purposes of Section 365(n)of the Bankruptcy Code . If, following rejection of this Agreement, [COMPANY] wishes to retain its rights hereunder, thenupon [COMPANY] ’s written request to the trustee in bankruptcy or to Titan, the trustee or Titan, as applicable, shall ( i)provide to [COMPANY] any intellectual property ( including any embodiment of such intellectual property ) held by the trusteeor Titan and shall provide to the [COMPANY] a complete duplicate of ( or complete access to, as appropriate ) any suchintellectual property and all embodiments of such intellectual property and ( ii ) not interfere with the rights of [COMPANY] tosuch intellectual property as provided in this Agreement or any agreement supplementary to this Agreement, includingany right to obtain such intellectual property ( or such embodiment or duplicates thereof ) from a Third Party