definiens: as defined under Section 101 of the United States B ankruptcy Code . The Parties agree that each Party, as license e of certain rights under this Agreement, shall ret ain and may fully exercise all of its rights and elections unde r the United States Bankruptcy Code . The Parties fu rther agree that, in the event of the commencement a bankruptcy proceeding by or against a Party ( such Party, the ) under the United States Bankruptcy Code, the othe r Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, i f not already in such other Party ’s possession, sha ll be promptly delivered to it ( a ) upon any such commence ment of a bankruptcy proceeding upon such other Par ty ’s written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligatio ns under this Agreement or ( b ) if not 779758 v7 / HN 47 delivered under clause ( a ), following the rejection of this Agreement by the Bankrupt Party upon writt en request therefor by the other Party