definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, aslicensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under theU.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by oragainst either Party under the U.S. Bankruptcy Code, the Party hereto that is not a Party to such proceeding shall be entitled toa complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of suchintellectual property, which, if not already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) upon anysuch commencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless the Partysubject to such 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 such proceeding uponwritten request therefor by the non - subject Party