definiens: as defined under Section 101 of the U.S. Bankruptcy Code . TheParties agree that the Parties and their respective Related Parties, as sublicensees of such rights under this Agreement, shallretain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code and any foreign counterpartthereto . The Parties further agree that 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 completeduplicate of, or complete access to ( as the Non - Bankrupt Party deems appropriate ), all such intellectual property and allembodiments of such intellectual property . Such intellectual property and all embodiments of such intellectual property willbe promptly delivered to the Non - Bankrupt Party ( a ) upon any such commencement of a bankruptcy proceeding and uponwritten request by the Non - Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations underthis Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the BankruptParty and upon written request by the Non - Bankrupt Party . The Bankrupt Party ( in any capacity, including debtor - in - possession ) and its successors and assigns ( including any trustee ) agrees not to interfere with the exercise by Non - BankruptParty or its Related Parties of its rights and licenses to such intellectual property and such embodiments of intellectualproperty in accordance with this Agreement, and agrees to assist the Non - Bankrupt Party and its Related Parties in obtainingsuch intellectual property and such embodiments of intellectual property in the possession or control of Third Parties asreasonably necessary or desirable for the Non - Bankrupt Party to exercise such rights and licenses in accordance with thisAgreement . The foregoing provisions are without prejudice to any rights the Non - Bankrupt Party may have arising under theBankruptcy Code or other Laws