definiens: as defined under Section 10 1 of the Bankruptcy Code . The Parties agree that ei ther Party, as licensee of intellectual property under this Agr eement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties fu rther agree that in the event of a rejection of thi s Agreement by either Party in any bankruptcy proceeding by or against that Party under the Bankruptcy Code, ( i ) t he other Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such in tellectual property and all embodiments of such intellectual p roperty, which, if not already in that Party ’s poss ession, shall be promptly delivered to it upon written request th erefor by the Party, and ( ii ) neither Party shall i nterfere with the Licensed Party ’s rights to intellectual propert y and all embodiments of intellectual property, and shall assist and not interfere with the Party obtaining intellec tual property and all embodiments of intellectual p roperty from another entity . The term of intellect ual property includes all tangible, intangible, ele ctronic, or other embodiments of -38- rights and licenses hereunder, including all Produc ts, data, and tangible assets embodying intellectua l property, filings with Regulatory Authorities and related rig hts, and [COMPANY] Know - How and [COMPANY] Know - How