definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that [COMPANY], aslicensee of intellectual property under this Agreement, will retain and may fully exercise all of its rights and electionsunder the U.S. Bankruptcy Code . The Parties further agree that in the event of a rejection of this Agreement byCellectis in any bankruptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code, ( i ) [COMPANY] will beentitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and allembodiments of such intellectual property, which, if not already in [COMPANY] ’s possession, will be promptly delivered toit upon [COMPANY] ’s written request therefor, and ( ii ) [COMPANY] will not interfere with [COMPANY] ’s rights to intellectualproperty and all embodiments of intellectual property, and will assist and not interfere with [COMPANY] in obtainingintellectual property and all embodiments of intellectual property from another entity . The term ofintellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, [COMPANY] Licensed Products, filings withRegulatory Authorities and related rights, and [COMPANY] Technology