definiens: as defined under Section 101(35A ) of the Code . The Parties agree that the licensed Party, as a license e of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and any such equivalent law, and that upon commencement of a bankruptcy proceeding by or again st a Party under the Code, the other Party shall be entitled to a complete duplicate of or complete access to, a ny such intellectual property and all embodiments o f such intellectual property . Such intellectual property a nd all embodiments thereof shall be promptly delive red to the other Party ( i ) upon any such commencement of a ban kruptcy proceeding upon written request therefor by a Party, unless the Party elects to continue to perfo rm all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of th is Agreement by or on behalf of the Party upon writ ten request therefor . The foregoing is without prejudice to any rights either Party may have arising under the Cod e or other applicable law