definiens: as defined under Section 10 1 of the United States Bankruptcy Code . The Parties agree that the Parties, as licensees of suc h rights under this Agreement, will retain and may fully exercise all of their rights and elections un der the United States Bankruptcy Code . The Parties further agree that, in the event of the commencemen t 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 will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual p roperty, which, if not already in the non - subject Party ’s possession, will be promptly delivered to i t ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s written req uest therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rej ection of this Agreement by or on behalf of the Party subject to such proceeding upon written reque st therefor by the non - subject Party