definiens: as defined under Section 101 of the United StatesBankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, shallretain and may fully exercise all of their rights and elections under the United States Bankruptcy Code . TheParties further agree that, in the event of the commencement of a bankruptcy proceeding by or against eitherParty under the United States Bankruptcy Code, the Party hereto that is not a party to such proceeding shall beentitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and allembodiments of such intellectual property, which, if not already in the non- subject Party ’s possession, shall bepromptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subjectParty ’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all ofits obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of thisAgreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party