definiens: as defined under Section 101(35A ) of the Code . The Parties agree thatthe Non - Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rightsand elections under the Code, and that upon commencement of a bankruptcy proceeding by or against the Bankrupt Partyunder the Code, the Non - Bankrupt Party shall be entitled to a complete duplicate of, or complete access to ( as the Non - Bankrupt Party deems appropriate ), any such intellectual property and all embodiments of such intellectual property . Suchintellectual property and all embodiments thereof shall be promptly delivered to the Non - Bankrupt Party ( i ) upon any suchcommencement of a bankruptcy proceeding upon written request therefor by the Non - Bankrupt Party, unless the BankruptParty elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon therejection of this Agreement by or on behalf of the Bankrupt Party upon written request therefor by the Non - Bankrupt Party