definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The parties agree that each, as a licensee of certain rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code ; provided however, nothing herein shall be deemed to constitute a present exercise of such rights and elections . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a party under the U.S. Bankruptcy Code, the other party 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 ( a ) upon any such commencement of a bankruptcy proceeding upon their written request therefore, unless the bankrupt party elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, upon rejection of this Agreement by or on behalf of the bankrupt party upon written request therefore by the non - bankrupt party