definiens: ), licenses of rights to a s definedunder Section 101(35A ) of the Bankruptcy Code . The Parties agree that the Non - Bankrupt Party, as a lic ensee ofsuch rights under this Agreement, will retain and m ay fully exercise all of its rights and elections u nder the BankruptcyCode . The Parties further agree that upon commencem ent of a bankruptcy proceeding by or against the Ba nkruptParty under the Bankruptcy Code, the Non - Bankrupt P arty will be entitled to a complete duplicate of, o r completeaccess to ( as the Non - Bankrupt Party deems appropri ate ), all such intellectual property and all embodi ments of suchintellectual property . Such intellectual property a nd all embodiments of such intellectual property wi ll be promptlydelivered to the Non - Bankrupt Party ( a ) upon any su ch commencement of a bankruptcy proceeding and upon writtenrequest by the Non - Bankrupt Party, unless the Bankr upt Party elects to continue to perform all of its obligations underthis Agreement, or ( b ) if not delivered under ( a ) a bove, upon the rejection of this Agreement by or on behalf of theBankrupt Party and upon written request by the Non- Bankrupt Party . The Bankrupt Party ( in any capacity, includingdebtor - in - possession ) and its successors and assign s ( including any trustee ) agrees not to interfere w ith the exerciseby the Non - Bankrupt Party or its Affiliates of its rights and licenses to such intellectual property a nd suchembodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non - B ankrupt Partyand its Affiliates in obtaining such intellectual p roperty and such embodiments of intellectual proper ty in thepossession or control of Third Parties as reasonabl y necessary or desirable for the Non - Bankrupt Party to exercisesuch rights and licenses in accordance with this Ag reement . The foregoing provisions are without preju dice to anyrights the Non - Bankrupt Party may have arising unde r the Bankruptcy Code or other applicable law