definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and electionsunder the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcyproceeding - by or against either Party under the U.S. Bankruptcy Code, the Party hereto which is not a Party to suchproceeding will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectualproperty and all embodiments of such intellectual property, and same, if not already in their possession, will bepromptly delivered to them ( i ) upon any such commencement of a bankruptcy proceeding upon their written requesttherefore, unless the Party subject to such proceeding elects to continue to perform all of its obligations under thisAgreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on behalf of the Partysubject to such proceeding upon written request therefore by the non - subject Party