definiens: as defined under Section 101 of the U.S. Bankruptcy Code . TheParties agree that the Parties and their respective Sublicensees, as sublicensees of such rights under this Agreement, shallretain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code and any foreign counterpartthereto . The Parties further agree that that upon commencement of a bankruptcy proceeding by or against a Party ( the ) under the Bankruptcy Code, the other Party ( the ) will be entitled to a completeduplicate of, or complete access to ( as the Non - Bankrupt Party deems appropriate ), all such intellectual property and allembodiments of such intellectual property . Such intellectual property and all embodiments of such intellectual property willbe promptly delivered to the Non - Bankrupt Party ( a ) upon any such commencement of a bankruptcy proceeding and uponwritten request by the Non - Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations underthis Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the BankruptParty and upon written request by the Non - Bankrupt Party . Without limiting the foregoing, [COMPANY] hereby grants toGenzyme a right of access to and to obtain possession of ( a ) copies of research data, ( b ) laboratory samples, ( c ) samples ofLicensed Product, ( d ) formulas, ( e ) laboratory notes and notebooks, ( f ) data and results related to clinical trials, ( g ) regulatoryfilings and approvals, ( h ) rights of reference in respect of regulatory filings and approvals, ( i ) pre - clinical research data andresults, ( j ) marketing, advertising and promotional materials, all of which ( in clauses ( a ) through ( j ) ) constitute of intellectual property pursuant to Section 365(n ) of the Bankruptcy Confidential - 43 -Code and ( k ) all other embodiments of such intellectual property, and in respect of each of the foregoing clauses ( a ) through(k ), solely for the purpose of the exercise of [COMPANY] ’s rights and licenses under this Agreement, whether any of theforegoing are in [COMPANY] ’s possession or control or in the possession and control of Third Parties . The Bankrupt Party ( in anycapacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) agrees not to interfere with theexercise by Non - Bankrupt Party or its Related Parties of its rights and licenses to such intellectual property and suchembodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non - Bankrupt Party and itsRelated Parties in obtaining such intellectual property and such embodiments of intellectual property in the possession orcontrol of Third Parties as reasonably necessary or desirable for the Non - Bankrupt Party to exercise such rights and licenses inaccordance with this Agreement . The foregoing provisions are without prejudice to any rights the Non - Bankrupt Party mayhave arising under the Bankruptcy Code or other Laws