definiens: as defined under Section 101 of the U.S. Bankruptcy Code . Each Party agrees thatthe other Party, as a licensee of intellectual property under this Agreement, shall retain and may fully exercise all ofits rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of a rejection ofthis Agreement by either Party ( for purposes of this Section ( b ) ( Section 365(n ) Rights ), the ) in anybankruptcy proceeding by or against the licensor under the U.S. Bankruptcy Code, ( a ) the other Party ( for purposesof this Section 12.2 ( Section 365(n ) Rights ), the ) will be entitled to a complete duplicate of ( or completeaccess to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, ifnot already in the licensee ’s possession, will be promptly delivered to it upon the licensee ’s written request therefor, and ( b ) the licensor will not interfere with the licensee ’s CONFIDENTIALPage 21 rights to intellectual property and all embodiments of intellectual property, and will assist and not interfere with thelicensee in obtaining intellectual property and all embodiments of intellectual property from another entity . The term of intellectual property includes all tangible, intangible, electronic or other embodiments of rights andlicenses hereunder, including all compounds and products embodying intellectual property, CDC Products, regulatoryfilings and related rights, and technology