definiens: as defined under Section 101(35A ) of th e Bankruptcy Code . The Parties agree that Sensory Clo ud, as a licensee of such rights under this Agreeme nt, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties f urther agree that that upon commencement of a bankruptcy proceed ing by or against Sensory Cloud under the Bankruptc y Code, Sensory Cloud shall be entitled to a complete duplicate of, or complete access to ( as Sensory Cl oud deems appropriate ), all such intellectual property and al l embodiments of such intellectual property . Such i ntellectual property and all embodiments of such intellectual p roperty shall be promptly delivered to Sensory Clou d ( a ) upon any such commencement of a bankruptcy proc eeding and upon written request by Sensory Cloud, unless Sensory Cloud elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of th is Agreement by or on behalf of Sensory Cloud and u pon written request by Sensory Cloud . [COMPANY] ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) agrees not to i nterfere with the exercise by Sensory Cloud or its Affiliates of its rights and licenses to such intellectual proper ty and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist Sensory C loud and its Affiliates in obtaining such intellect ual property and such embodiments of intellectual property in th e possession or control of Third Parties as reasona bly necessary or desirable for Sensory Cloud to exercis e such rights and licenses in accordance with this Agreement