definiens: as defined under Section 101 of the U.S. BankruptcyCode . The Parties agree that the Parties, as licensees of such rights under thisAgreement, will retain and may fully exercise all of their rights and electionsunder the U.S. Bankruptcy Code . The Parties further agree that, in the event ofthe commencement of a bankruptcy proceeding by or against either Party under theU.S. Bankruptcy Code, the Party hereto that is not a party to such proceedingwill be entitled to a complete duplicate of ( or complete access to, asappropriate ) any such intellectual property and all embodiments of suchintellectual property, and same, if not already in their possession, will bepromptly delivered to them ( a ) upon any such commencement of a bankruptcyproceeding upon their written request therefor, unless the Party subject to suchproceeding elects to continue to perform all of its obligations under thisAgreement, or ( b ) if not delivered under ( a ) above, following the rejection ofthis Agreement by or on behalf of the Party subject to such proceeding uponwritten request therefor by the non - subject Party