definiens: as defined under Section 101 of the Uni ted States Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights a nd elections under the United States Bankruptcy Cod e. The Parties further agree that, in the event of the com mencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a 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, which, i f not already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) following any such com mencement of a bankruptcy proceeding upon the non - s ubject Party ’s written request therefor, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement or ( b ) if not deli vered under clause ( a ) above, following the rejecti on of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party