definiens: as defined under Section 101 of the Bankruptcy Code . The Parties agree that the Parties and their respective sublicensees, as sublicensees of such rights under this Agreement, will retain and ma y fully exercise all of their rights and elections under the Bankruptcy Code and any foreign counterpart thereto . The Parties further agree that upon commencement of a bankruptcy proceeding by or against a Party ( 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 intellectual property . Such intell ectual property and all embodiments of such intellectual property will be promptly delivered to the Non -Bankrupt Party ( a ) upon any such commencement of a bankruptcy proceeding and upon written request by the Non -Bankrupt Party, unless the Bankrupt Party e lects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under clause ( a ) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party and upon written request by the Non -Bankrupt Party . The Ban krupt Party ( in any capacity, including debtor in possession ) and its successors and assigns ( including any trustee ) agree not to interfere with the exercise by the Non -Bankrupt Party or its Affiliates of its rights and licenses to such intellectual proper ty and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non -Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or Co ntrol of Third Parties as are reasonably necessary or desirable for the Non -Bankrupt Party to exercise such rights and licenses in accordance with this Agreement . The foregoing provisions are without prejudice to any rights the Non -Bankrupt Party may have arising under the Bankruptcy Code or other Applicable Laws