definiens: as defined undcr Section 101 of the U.S. Bankruptcy Code . The Panies agree thai the Panies, as li~ or such rights under this A&reement . will rc : tain and may fuJly e ~ crcise all of their rights and ele<:tions under the U.S. Bankruptcy Code . Thc Panies further agree that, in the eveD ! of the commencement of a bankruptcy procttding·hy or against either Pany WIder the U.S. Bankruptcy Code . the Pany hereto which is not a Party to such p!oceedmg will be cntitled 10 a complete duplicate of ( or complete access to, llS appropriate ) any such intellectual property IIJld all embodimenl$ nf such intclla : tual propeny, and same, if oot already in their possession, will be promptly delivered to them ( i ) upon any such commencement of a bankruptcy proceeding upan their wrinen rc : quest therc : for, unle " the Party subje<:t to such proceeding elect$ tn continllC to perform all of its obligations under this Agreement, or ( ii ) if not dcHverc : d under ( i ) above, following the reject inn of this Agreement by or on behalf of the Party subje<:t to such proceeding upon writtcn request therefor by the non - subject Pany