definiens: intellectual property ' as defined under Section 101(35A ) of the Code . The Parties agree that each Pany, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code . If this Agreement is rejected by or on behalf of Ihe bankrupt Party under the Code, the other Party 's rights under this Agreement with respect to access to the Know How will accelerate and the other Party will be immediate ly entitled to copies of such written materials as required in clause 4 . The provisions of this clause are without prejudice to any rights a Party . as a licensee, may have arising under the Code or other applicable law . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against one Party under the -52 - CONFIDENTIAL TREATMENT REQUESTE D BY INSITE VISION INCORPORATED -------------- -Code or analogous provisions of applicable law outside the USA, the other Party shall be entitled to a complete duplicate of ( or complete access 10, as appropriate ) any licensed to such other Party and all embodiments 01 such intellectual property, which, if not already in such other Party 's possession, shall be delivered immediately to such other Party, unless the bankrupt Party elects 10 continue, and continues, to perform all of its obligations under this Agreement