definiens: as defined under Section 101 of the Bankruptcy Code . The Parties agr ee that the Parties will retain and may fully exercise all of t heir rights and elections under the Bankruptcy Code and any foreign equivalent thereto . The Parties further agr ee that if ( x ) a bankruptcy proceeding by or agains t a Party ( the ) is commenced under the Bankruptcy Code, ( y ) this Agreement is rejected as provided in the Bankruptcy Code, and ( z ) the other Party ( the ) elects to retain its rights hereunder as provided in Section 365(n ) of the Bankruptcy Code, the Non- Bankrupt Party will be entitled to a complete duplicate of, and complete access to ( as the Non - Ba nkrupt Party deems appropriate ), all such intellect ual property and all embodiments of such intellectual p roperty . Upon such occurrence, such intellectual pr operty and all embodiments of such intellectual property will be promptly delivered to the Non - Bankrupt Party . Th e Bankrupt Party ( in any capacity, including debtor - i n - possession ) and its successors and assigns ( inclu ding any trustee ) agrees not to interfere with the exercise by the Non - Bankrupt Party of its rights and license s to such intellectual property and such embodiments of intel lectual property in accordance with this Agreement, and agrees to assist the Non - Bankrupt Party and its Aff iliates in obtaining such intellectual property and such embodiments of intellectual property in the possess ion or control of Third Parties . The foregoing prov isions are without prejudice to any rights the Non - Bankrupt Pa rty may have arising under the Bankruptcy Code or o ther Applicable Law . As used herein, means Title 11, United States Code, as from time to time in effect