definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that theParties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rightsand elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of thecommencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, theParty hereto that is not a party to such proceeding will be entitled to a complete duplicate of ( or completeaccess to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, will be promptly delivered to them ( a ) upon any suchcommencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject tosuch proceeding elects to continue to perform all of its obligations under this Agreement, or ( b ) if not deliveredunder ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to suchproceeding upon written request therefor by the non - subject party