definiens: as defined under Section 101 ofthe U.S. Bankruptcy Code . The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain andmay fully exercise all of its rights and elections under the U.S. Bankruptcy Code and under any similar provisions of Lawunder any other jurisdiction . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding byor against a Party ( such Party, the ) under the U.S. Bankruptcy Code or under any similar provisions ofLaw under any other jurisdiction, ( a ) the other Party shall be entitled to a complete duplicate of ( or complete access to, asappropriate ) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, ifnot already in such other Party ’s possession, shall be promptly delivered to it ( x ) upon any such commencement of abankruptcy proceeding upon such other Party ’s written request therefor, unless the Bankrupt Party elects to continue toperform all of its obligations under this Agreement or ( y ) if not delivered under clause ( x ), following the rejection of thisAgreement by the Bankrupt Party upon written request therefor by the other Party and ( b ) the Bankrupt Party shall notunreasonably interfere with the other Party ’s rights to intellectual property and all embodiments of intellectual property, andshall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments ofintellectual property from another entity . The of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodyingintellectual property, Products, filings with Regulatory Authorities and related rights and [COMPANY] Know - How in the case thatAuxilium is the Bankrupt Party and Asahi Applied Know - How in the case Asahi is the Bankrupt Party