definiens: as defined under S ection 101(35A ) of the United States Bankruptcy Code ( or s imilar provision in the bankruptcy laws of Confidential 50 CONFIDENTIAL the jurisdiction ) . The Parties agree that a Party t hat is a licensee of rights under this Agreement sh all retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a ban kruptcy proceeding by or against a Party under the Code, th e other Party shall be entitled to a complete dupli cate of, or complete access to ( as such other Party deems appro priate ), any such intellectual property and all emb odiments of such intellectual property, if not already in su ch other Party ’s possession, shall be promptly deli vered to such other Party ( a ) upon any such commencement of a ban kruptcy proceeding upon written request therefor by such other Party, unless the bankrupt Party elects to co ntinue to perform all of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the reje ction of this Agreement by or on behalf of the bank rupt Party upon written request therefor by the other Party . T he foregoing provisions of Section 12.6 are without prejudice to any rights a Party may have arising under the Co de