definiens: as defined under S ection 101 of the Bankruptcy Code . The Parties agre e that the Parties and their respective Sublicensees, as Subli censees of such rights under this Agreement, will r etain and may fully exercise all of their rights and election s under the Bankruptcy Code and any foreign counter part thereto . The Parties further agree that upon commen cement of a bankruptcy proceeding by or against a P arty ( the ) under the Bankruptcy Code, the other Party ( the ) will be entitled to a complete duplicate of, or complete access to ( as the Non - Bankrupt Party deems appropriate ), all such intellectual property and all embodiments of such i ntellectual property . Such intellectual property an d all embodiments of such intellectual property will be p romptly delivered to the Non - Bankrupt Party ( a ) upo n any such commencement of a bankruptcy proceeding and up on written request by the Non - Bankrupt Party, unles s the Bankrupt Party elects to continue to perform al l of its obligations under this Agreement, or ( b ) i f not delivered under ( a ) above, upon the rejection of th is Agreement by or on behalf of the Bankrupt Party and upon written request by the Non - Bankrupt Party . The Bank rupt Party ( in any capacity, including debtor - in - po ssession ) and its successors and assigns ( including any trust ee ) agree not to interfere with the exercise by the Non - Bankrupt Party or its Related Parties of its rights and licenses to such intellectual property and suc h embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non - B ankrupt Party and its Related Parties in obtaining such int ellectual property and such embodiments of intellec tual property in the possession or control of Third Part ies as are reasonably necessary or desirable for th e Non - Bankrupt Party to exercise such rights and licenses in accordance with this Agreement . The foregoing p rovisions are without prejudice to any rights the Non - Bankrup t Party may have arising under the Bankruptcy Code or other Laws