definiens: ), licenses of rights to asdefined under Section 101(35A ) of the Code . If ( a ) a case under the Code is commenced by oragainst [COMPANY], ( b ) this Agreement is rejected as provided in the Code and ( c ) [COMPANY] elects to retainits rights hereunder as provided in Section 365(n ) of the Code, then [COMPANY] ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) shall provideto [COMPANY] all intellectual property licensed by [COMPANY] hereunder, and agrees to grant and hereby grantsto [COMPANY] and its Affiliates a right to access and to obtain possession of and to benefit from and, inthe case of any chemical or biological material or other tangible item of which there is a fixed orlimited quantity, to obtain a pro rata portion of, all of intellectual property licensedhereunder pursuant to Section 365(n ) of the Bankruptcy Code, and all other embodiments of suchintellectual property in the possession and control of any Third Party but which [COMPANY] has the rightto access or benefit from and to make available to [COMPANY] . [COMPANY] shall not interfere with theexercise by [COMPANY] or its Affiliates of rights and licenses to intellectual property licensed hereunderand embodiments thereof in accordance with this Agreement . The foregoing provisions ofSection 8.4(h ) are without prejudice to any rights [COMPANY] may have arising under the Code or otherapplicable Laws