definiens: ), licetlses ofrights to as defined under Section 101(35A ) of the Bankruptcy Code . TheParties agree that [COMPANY], as a licensee of such rights under this Agreement, will retain and mayfully exercise ail of its rights and elections under the Bankruptcy Code . The parties further abreethat t11at Lzpon commencement of a bankruptcy proceeding by or against [COMPANY] under theBankruptcy ' Code, [COMPANY] will be entitled to a eonlplete duplicate of, or complete access to ( asArsanis deems appropriate ), all such intellectual property and all embodiments of suchintellectual property . Such intellectual property and all embodiments of such intellectualproperty will be pron7ptly delivered to [COMPANY] ( a ) upon any such commencement of abankruptcy proceeding and upon written request by [COMPANY], unless [COMPANY] elects to continue toperform all of its obligations under this Agreement, or ( b ) if not deli~~ered under ( a ) above, uponthe rejection of this Agreement by or on behalf of [COMPANY] and upon written request by theArsanis . [COMPANY] ( 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 itsrights and licenses to such intellectual property and such embodiments of intellectual property inaccordance with t11is Agreement, and agrees to assist [COMPANY] and its Affiliates in obtaining suchintellectual property and suc~1 embodiments of intellectual property iii the possession or control