definiens: as defined under Section101 of the U.S. Bankruptcy Code . The Parties agree that Novo Nordisk, as licensee of such rights under this Agreement, shallretain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, inthe event of the commencement43 of a bankruptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code, Novo Nordisk shall be entitled to acomplete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of suchintellectual property, shall be promptly delivered to Novo Nordisk ( i ) upon any such commencement of a bankruptcyproceeding upon Novo Nordisk ’s written request therefor, unless [COMPANY] elects to continue to perform all of its obligationsunder this Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on behalf of theParty subject to such proceeding upon written request therefore by the non - subject Party . Novo Nordisk agrees that inconsideration of the rights granted under the license it will pay to [COMPANY] all royalty and milestone payments which wouldhave been payable under this Agreement by Novo Nordisk in respect of the exercise of its rights under the license granted inthis Agreement . The provisions of this Section 12.8 are without prejudice to any rights Novo Nordisk may have arising underany applicable insolvency statute or other applicable law