definiens: ), licenses of rights to as defined under Section 10 1(35A ) of the Bankruptcy Code . The Parties agree that the Non - Bankrupt Party, as a licensee of such rights under this Agreement, will retain and may fu lly exercise all of its rights and elections under the Bankruptcy Code . The Parties further agree that upo n commencement of a bankruptcy proceeding by or again st the Bankrupt Party under the Bankruptcy Code, the Non - Bankrupt Party will be entitled to a complete duplicate of, or complete access to ( as th e Non -Bankrupt Party deems appropriate ), all such intell ectual property and all embodiments of such intellectual property . Such intellectual property a nd all embodiments of such intellectual property wi ll be promptly delivered to the Non - Bankrupt Party ( a ) up on any such commencement of a bankruptcy proceeding and upon written request by the Non - Bank rupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under th is Agreement, or ( b ) if not delivered under ( a ) abo ve, upon the rejection of this Agreement by or on behal f of the Bankrupt Party and upon written request by the Non - Bankrupt Party . The Bankrupt Party ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) agre es not to interfere with the exercise by the Non - Bankrupt Party or its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non - Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of inte llectual property in the possession or control of T hird Parties as reasonably necessary or desirable f or the Non - Bankrupt Party to exercise such rights and licenses in accordance with this Agreement . The foregoing provisions are without prejudice to any r ights the Non - Bankrupt Party may have arising under the Bankruptcy Code or other Applicable Law