definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that Licens ee shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that in the event of a rejection of this Agreement by [COMPANY] in any bankru ptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code, ( a ) Licensee shall be entitle d to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in Licensee ’s possession, sha ll be promptly delivered to it upon Licensee ’s written request therefore, and ( b ) [COMPANY] shall not interfere with Licensee ’s rights to intellectual property and all embodiments of intellectual [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange C ommission pursuant to Rule 406 of the Securities Ac t of 1933, as amended