definiens: as defined under Section 101(35A ) of the Code . The Parties agree that the Non - Bankrupt Party, as a licensee of suchrights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that uponcommencement of a bankruptcy proceeding by or against the Bankrupt Party under the Code, the Non - Bankrupt Party shall beentitled to a complete duplicate of, or complete access to ( as the Non - Bankrupt Party deems appropriate ), any such intellectualproperty and all embodiments of such intellectual property . Such intellectual property and all embodiments thereof shall bepromptly delivered to the Non - Bankrupt Party ( i ) upon any such commencement of a bankruptcy proceeding upon writtenrequest therefor by the Non - Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligationsunder this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of theBankrupt Party upon written request therefor by the Non - Bankrupt Party . The foregoing provisions are without prejudice toany rights the Non - Bankrupt Party may have arising under the Code or other applicable law . The parties intend for thesubstance of this Section 9.2(c ) to apply worldwide, even if the Code does not expressly apply to the Bankrupt Party or to theNon - Bankrupt Party