definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that NovoNordisk, as licensee of such rights under this Agreement, shall 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 the commencement of abankruptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code, Novo Nordisk shall be entitled to acomplete duplicate of ( or complete access to, as appropriate ) any such -47 - intellectual property and all embodiments of such intellectual property, shall be promptly delivered to Novo Nordisk(i ) upon any such commencement of a bankruptcy proceeding upon Novo Nordisk ’s written request therefor, unlessEmisphere elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under(i ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding uponwritten request therefor by the non - subject Party . Novo Nordisk agrees that in consideration of the rights grantedunder the license it will pay to [COMPANY] all royalty and milestone payments which would have been payable underthis Agreement by Novo Nordisk in respect of the exercise of its rights under the license granted in this Agreement