definiens: ), licenses of rights to as defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that [COMPANY], as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elec tions under the Bankruptcy Code . The Parties further agree that that upon commencement of a bankruptcy proceeding by or against Fulcrum under the Bankruptcy Code, [COMPANY] will be entitled to a complete duplicate of, or complete access to ( as [COMPANY] de ems appropriate ), all such intellectual property and all embodiments of such intellectual property as may be necessary for [COMPANY] to exercise its rights and licenses in accordance with this Agreement . Such intellectual property and all embodiments of su ch intellectual property will be promptly delivered to [COMPANY] ( i ) upon any such commencement of a bankruptcy proceeding and upon written request by [COMPANY], unless Fulcrum assumes this Agreement or otherwise affirms its obligations hereunder on or bef ore any deadline for doing so during such bankruptcy proceeding, or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of Fulcrum and upon written request by the [COMPANY] . Fulcrum ( in any capacity, including debtor -in - possession ) and its successors and assigns ( including any trustee ) agrees not to interfere with the exercise by [COMPANY] or its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accord ance with this Agreement, and agrees to assist [COMPANY] and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for Acceler on to exercise such rights and licenses in accordance with this Agreement . The foregoing provisions are without prejudice to any rights [COMPANY] may have arising under the Bankruptcy Code or other Applicable Law