definiens: ), license s of rightsto as defined under Section 101(35A ) of the Code . The Parties agree that the r eceiving Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its righ ts and electionsunder the Code, and that upon commencement of a ban kruptcy proceeding by or against the granting Party underthe Code, the receiving Party shall be entitled, to the extent necessary for the receiving Party to co ntinue to preserveits license rights under this Agreement, to a compl ete duplicate of any such intellectual property and allembodiments of such intellectual property . Such int ellectual property and all embodiments thereof shal l bepromptly delivered to the receiving Party ( i ) upon any such commencement of a bankruptcy proceeding up onwritten request therefor by receiving Party, unless the granting Party elects to continue to perform a ll of itsobligations under this Agreement or ( ii ) if not del ivered under ( i ) above, upon the rejection of this Agreement by oron behalf of the granting Party upon written reques t therefor by the receiving Party . The foregoing pr ovisions ofthis Section 3.3 are without prejudice to any right s the receiving Party may have arising under the Co de or otherapplicable law