definiens: as defined und er Section 101 of the United States Bankruptcy Code . The Parties agree that each Party, as a licensee of suc h rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code ; provided, however, nothing herein shall be deemed to constitute a pres ent exercise of such rights and elections . The Part ies further agree that, in the event of the commencemen t of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of ( or complete ac cess to, as appropriate ) any such intellectual prop erty and all embodiments of such intellectual property, which, if not already in the non - subject Party 's possession, shall be promptly delivered to it : ( i ) upon any such commencement of a bankruptcy proceedi ng upon the non - subject Party 's written request theref or, unless the Party subject to such proceeding con tinues to perform all of its obligations under this Agreem ent ; or ( ii ) if not delivered under clause ( i ) abov e, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party