definiens: as defined under section 101(52 ) of the U.S. Bankruptcy Code . The parties agree that the parties as licensees of SU<:l\ rights under this Agreement shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either party under the U.S. Bankruptcy Code, the party hereto which is nota Page 14 party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and · same, if not already in their possession, shall be promptly delivered to them : ( i ) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the party subject to such proceeding elects to continue to perform all of their obligations under this Agreement ; or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of the party subject to such proceeding upon written request therefor by any non - subject party