definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that each Party, aslicensee of intellectual property under this Agreement, shall retain and may fully exercise all of its rights and electionsunder the U.S. Bankruptcy Code . The Parties further agree that in the event of a rejection of this Agreement by a Party inany bankruptcy proceeding by or against such Party under the U.S. Bankruptcy Code, ( i ) the other Party shall be entitled toa complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of suchintellectual property that are necessary for the other Party to practice its license to such intellectual property, which, if notalready in such other Party ’s possession, shall be promptly delivered to it upon its written request therefor, and ( ii ) suchParty shall not interfere with the other Party ’s rights to such intellectual property, and shall assist and not interfere withsuch other Party in obtaining such intellectual property and such embodiments of such intellectual property from anotherentity