definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties a gree that the Parties, as licensees of such rights under this Agreement, shal l retain and may fully exercise all of their rights and elections under th e United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under t he United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such i ntellectual property, which, if not already in the non - subject Party 's possessio n, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party 's written request therefor, u nless the Party subject to such proceeding continues to perform all of its obl igations under this Agreement or ( b ) if not delivered under clause ( a ) above, fol lowing the rejection of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party