definiens: as defined under Section 101 of theU.S. Bankruptcy Code . The Parties agree that, as a licensee of such rights under this Agreement, the other Party ( the ) shall retain and may fully exercise all of their rights andelections under the U.S. Bankruptcy Code, however nothing herein shall be deemed to constitutea present exercise of such rights and elections . The Parties further agree that, in the event of thecommencement of a bankruptcy proceeding by or against the other Party ( the ) under the U.S. Bankruptcy Code, the Licensee shall be entitled to a complete duplicateof ( or complete aceess to, as appropriate ) any such intellectual property and all embodiments ofsueh intelleetual property, and same, if not already in its possession, shall be promptly deliveredto the Licensee ( a ) upon any such commencement of a bankruptcy proceeding upon their writtenrequest therefore, unless the Bankrupt Party elects to continue to perform all of its obligationsunder this Agreement, or ( b ) if not delivered under ( a ) above, upon rejection of this Agreementby or on behalf of the Bankrupt Party upon written request therefor by the Licensee