definiens: as defined under Section 10 1 of the U.S. Bankruptcy Code . The Parties agree th at the Parties, as licensees of such rights under this Agr eement, will retain and may fully exercise all of t heir rights and elections under the U.S. Bankruptcy Code . The Parti es further agree that, in the event of the commence ment of a bankruptcy proceeding by or against either Party un der the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding will be entitled to a comp lete duplicate of ( or complete access to, as approp riate ) any such intellectual property and all embodiments of s uch intellectual property, and same, if not already in their possession, will be promptly delivered to them ( a ) upon any such commencement of a bankruptcy proceedi ng upon their written request therefore, unless the Pa rty subject to such proceeding elects to continue t o perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following the reject ion of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefore by th e non - subject Party