definiens: ), licenses of rights to a s defined under Section 101(35A ) of the Bankruptcy Code . The Partie s agree that Licensee, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptc y Code . The Parties further agree that that upon commencement o f a bankruptcy proceeding by or against Licensor un der the Bankruptcy Code, Licensee will be entitled to a com plete duplicate of, or complete access to ( as Licen see deems appropriate ), all such intellectual property and al l embodiments of such intellectual property . Such i ntellectual property and all embodiments of such intellectual p roperty will be promptly delivered to Licensee ( i ) upon any such commencement of a bankruptcy proceeding and up on written request by Licensee, unless Licensor ele cts to continue to perform all of its obligations under th is Agreement, or ( ii ) if not delivered under ( i ) ab ove, upon the rejection of this Agreement by or on behalf of Lice nsor and upon written request by the Licensee . Lice nsor ( in any capacity, including debtor - in - possession ) and i ts successors and assigns ( including any trustee ) a grees not to interfere with the exercise by Licensee or its Affi liates of its rights and licenses to such intellect ual property and such embodiments of intellectual property in accord ance with this Agreement, and agrees to assist Lice nsee and its Affiliates in obtaining such intellectual prope rty and such embodiments of intellectual property i n the possession or control of Third Parties as reasonabl y necessary or desirable for Licensee to exercise s uch rights and licenses in accordance with this Agreement . The foregoing provisions are without prejudice to any rights Licensee may have arising under the Bankruptcy Code or other applicable law