definiens: as defined under Section 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code . The Parties agree that a Party that is a licensee of s uch rights under this Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the licensing Party ( such Party, the ) under the U.S. Bankruptcy Code, the other Party ( such Party, the ) shall be entitled to a complete duplicate of or complete access to ( as such Noninvolved Party deems appropriate ), any such intellectual property and all embodiments of suc h intellectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in full . Such intellectual property and all embodiments * CONFIDENTIAL TREATMENT REQUESTED