definiens: as defined under Section 1010(35A ) of the Code . The Parties agree that [COMPANY], as a licensee ofsuch rights under the Transaction Agreements, shall retain and may fully exercise all of its rights and elections under theCode, and that upon commencement of a bankruptcy proceeding by or against [COMPANY] under the Code, [COMPANY] shall beentitled to a complete duplicate of, or complete access to ( as [COMPANY] deems appropriate ), any such intellectual propertyand all embodiments of such intellectual property . Such intellectual property and all embodiments thereof shall bepromptly delivered to [COMPANY] ( a ) upon any such commencement of a bankruptcy proceeding and upon written requesttherefor by [COMPANY], unless [COMPANY] elects to continue, and does continue, to perform all of its obligations under theTransaction Agreements, or ( b ) if not delivered under ( a ) above, upon the rejection of this Strategic Alliance Agreement orany Transaction Agreement by or on behalf of [COMPANY] and upon written request therefor by [COMPANY] . [COMPANY] agreesnot to interfere with [COMPANY] ’s exercise under the Code of rights and licenses to intellectual property licensed hereunderand embodiments thereof in accordance with this Section 16.2(c ) and agrees to use Commercially Reasonable Efforts toassist [COMPANY] to obtain such intellectual property and embodiments thereof in the possession or control of Third Partiesas are reasonably necessary or useful for [COMPANY] to exercise such rights and licenses in accordance with the TransactionAgreements . The foregoing provisions are without prejudice to any rights [COMPANY] may have arising under the Code orother applicable law