definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties agree that each Party, as license e of certain rights under this Agreement, shall ret ain and may fully exercise all of its rights and elections unde r the United States Bankruptcy Code . The Parties fu rther agree that, in the event of the commencement of a bankrup tcy proceeding by or against a Party ( such Party, t he ) under the United States Bankruptcy Code, the oth er Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, i f not already in such other Party ’s possession, sha ll be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon such other Party ’s writ ten request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this Agreement by the Bankrupt Pa rty upon written request therefor by the other Party . The Pa rties acknowledge and agree that the provisions of this Section 11.9 shall not apply to the extent that ( 1 ) the ban kruptcy proceeding contemplated hereunder is initia ted by the other Party or ( 2 ) OV terminates this Agreement pur suant to Section 11.6