definiens: as defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that Espritand [COMPANY] shall retain and may fully exercise all of their respective rights, remedies and elections under theBankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy orreorganization case by or against a Party under the Bankruptcy Code, the other Party shall be entitled to allapplicable rights under Section 365 ( including 365(n ) ) of the Bankruptcy Code . Upon rejection of this Agreementby a Party or a trustee in bankruptcy for such Party, pursuant to Section 365(n ), the other Party may elect ( a ) totreat this Agreement as terminated by such rejection or ( b ) to retain its rights ( including any right to enforce anyexclusivity provision of this Agreement ) to intellectual property ( including any embodiment of such intellectualproperty ) under this Agreement and under any agreement supplementary to this Agreement for the duration of thisAgreement and any period for which this Agreement could have been extended by such other Party, subject, however, to the continued payment of all amounts owing under this Agreement, all of which amounts shall bedeemed to be royalties for purposes of Section 365(n ) of the Bankruptcy Code . Upon written request to thetrustee in bankruptcy or bankrupt Party, the * CONFIDENTIAL TREATMENT REQUESTED61trustee or Party, as applicable, shall ( i ) provide to the other Party any intellectual property, including all IndevusIntellectual Property ( including any embodiment of such intellectual property ) held by the trustee or the bankruptParty and shall provide to the other Party a complete duplicate of ( or complete access to, as appropriate ) anysuch intellectual property including all [COMPANY] Intellectual Property and all embodiments of such intellectualproperty and ( ii ) not interfere with the rights of the other Party to such intellectual property as provided in thisAgreement or any agreement supplementary to this Agreement, including any right to obtain such intellectualproperty ( or such embodiment or duplicates thereof ) from a Third Party