definiens: as defined under Section 101(35A ) of theCode . The Parties agree that the Non - Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and mayfully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by oragainst the Bankrupt Party under the Code, the Non - Bankrupt Party shall be entitled to a complete duplicate of, or completeaccess to ( as the Non - Bankrupt Party deems appropriate ), any such intellectual property and all embodiments of suchintellectual property . Such intellectual property and all embodiments thereof shall be promptly delivered to the Non - BankruptParty ( a ) upon any such commencement of a bankruptcy proceeding upon written request therefor by the Non - Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or ( b ) if not deliveredunder ( a ) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party upon written request therefor bythe Non - Bankrupt Party . The foregoing provisions are without prejudice to any rights the Non - Bankrupt Party may havearising under the Code or other applicable law