definiens: as defined under Section 101(35A ) of the Code ( or similar provision in the bankruptcy laws of another applicable jurisdiction ) . The Parties agree th at a Party that is a licensee of rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against a Party under the Code, the other Party sha ll be entitled to a complete duplicate of, or complete access to ( as such other Party deems appropriate ), any such intellectual property and all embodiments of such intellectual property, if not already in such other Party ’s possession, shall be promptly delivered to such other Party : ( a ) upon any such commencement of a bankruptcy proceeding upon written request therefor by such other Party, unless the bankrupt Party elects to continue to perform all of its obligations under this Agreement ; or ( b ) if not de livered under the foregoing subclause ( a ), upon the rejection of this Agreement by or on behalf of the bankrupt Party upon written request therefor by the other Party . The foregoing provisions of this Section 10.6 are without prejudice to any rights a Part y may have arising under the Code