definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that [COMPANY], as licensee of intellectual property under this Agreement, will retain and may fully exercise all of its rights andelections under the U.S. Bankruptcy Code . The Parties further agree that in the event of a rejection of thisAgreement by [COMPANY] in any bankruptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code,(i ) [COMPANY] will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectualproperty and all embodiments of such intellectual property, which, if not already in [COMPANY] ’s possession, will bepromptly delivered to it upon [COMPANY] ’s written request therefor, and ( ii ) [COMPANY] will not interfere with [COMPANY] ’s rightsto intellectual property and all embodiments of intellectual property, and will assist and not interfere with [COMPANY] inobtaining intellectual [ * * * ] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION55property and all embodiments of intellectual property from another entity . The term of intellectualproperty 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