definiens: as defined underSection 101 of the Bankruptcy Code . The Parties agree that the Parties as licensees of such rights under this Agreementshall retain and may fully exercise all of their rights and elections under the Bankruptcy Code . The Parties further agreethat, in the event of the commencement of a bankruptcy proceeding by or against either Party under the BankruptcyCode, the other Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any suchintellectual property and all embodiments of such intellectual property, and the same, if not already in the other Party’spossession, shall be promptly delivered to other Party ( i ) upon any such commencement of a bankruptcy proceedingupon its written request therefore, unless the Party subject to such proceeding elects to continue to perform all of theirobligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or onbehalf of the Party subject to such proceeding upon written request therefore by the other Party