definiens: as defined under Section 101(52 ) of the Bankruptcy Code . The parties agree that each of them, as licensees of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either party under the Bankruptcy Code, the party not in bankruptcy 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, and same, if not already in its possession, shall be promptly delivered to such party not in bankruptcy ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefore by the party not in bankruptcy, unless the party in bankruptcy elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of the party in bankruptcy upon written request therefore by the party not in bankruptcy 14.9 Survival of Obligations . All terms and conditions of this Agreement which the Parties intend to survive the expiration or termination hereof shall so survive, and shall include without limitation, those terms and conditions relating to confidentiality, indemnification, intellectual property rights generally, and rights to payment . More specifically, the termination of this Agreement shall not relieve the Parties of any obligations accruing prior to such termination, and any such termination shall be without prejudice to the rights of either Party against the other, including without limitation the obligation to pay for Compounds purchased, or transfer prices for Licensed Products sold prior to said termination