definiens: as defined under Section 101(35A ) of the Code . The Parties agree that the Non -Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against the Bankrupt Party under the Code, the Non -Bankrupt Party shall be entitled to a c omplete duplicate of, or complete access to ( as the Non -Bankrupt Party deems appropriate ), any such intellectual property and all embodiments of such intellectual property . Such intellectual property and all embodiments thereof shall be promptly delivered to the Non - Bankrupt Party ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by the Non -Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under 30 Confidential and Propri etary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST