definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree thatthe Parties as licensees of such rights under this Agreement shall retain and may fully exercise all of their rights and electionsunder the U.S. Bankruptcy Code if applicable . The Parties further agree that, in the event of the commencement of abankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the other Party shall be entitled to acomplete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of suchintellectual property, and the same, if not already in the other Party ’s possession, shall be promptly delivered to the otherParty ( i ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless the Party subjectto such proceeding elects to continue to perform all of their obligations under this Agreement or ( ii ) if not delivered under(i ) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written requesttherefor by the other Party