definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that each Party, as licensee of intellectual property under t his Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bank ruptcy Code . The Parties further agree that in the event of a rejection of this Agreement by a Party i n any bankruptcy proceeding by or against such Party under the U.S. Bankruptcy Code, ( a ) the other Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property that are necessary for t he other Party to practice its license to such intellectual property, which, if not already in suc h other Party ’s possession, shall be promptly delivered to it upon its written request therefor, and ( b ) such Party shall not interfere with the oth er Party ’s rights to such intellectual property, and s hall assist and not interfere with such other Party in obtaining such intellectual property and such em bodiments of such intellectual property from another entity . The term of intellect ual property means all tangible embodiments of the intellectual property licensed hereunder to the extent of the license scope, and shall exclude, without limitation, all inventory of Products and f ilings with Regulatory Authorities