definiens: as defined under Section IO 1 ( 3 SA ) of the Bankruptcy Code . The Parties agree that the Non - Bankrupt Party, as a licensee ofsuch rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the Bankrupt Party under the Bankruptcy Code, the Non - Bankrupt Party shall be entitled to a complete 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 ofa bankruptcy 23 ActivcUS l I 6905040v.2 proceeding upon written request therefor by the Non - Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its oh!igations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection ofthis Agreement by or on behalf ofthe Bankrupt Party upon written request therefor by the Non - Bankrupt Party . The foregoing provisions are without prejudice to any rights the Non - Bankrupt Party may have arising under the Bankruptcy Code or other applicable la'vv