definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties agree th at the Parties, as licensees of such rights under t his Agreement, will retain and may fully exercise all o f their rights and elections under the United State s Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by o r against a Party under the United States Bankruptcy Code, th e Party hereto that is not a Party to such proceedi ng will 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, i f not already in the non - subject Party 's possession, will be promptly delivered to it ( a ) upon any such commence ment of a bankruptcy proceeding upon the non - subjec t Party 's written request therefor, unless the Party subject to such proceeding elects to continue to pe rform all of its obligations under this Agreement or ( b ) if not deli vered under clause ( a ) above, following the rejecti on of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party