definiens: as defined under Section 101 of the U.S. B ~ mkruptcy Code . The Parties agree that the other Party ( the ), as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights atld elections under the U.s . Bankruptcy Code ; provided however, nothip.g herein shall be deemed to constitute a present exercise of such rights and elections . In the event of the commetlcement of a bankruptcy proceeding by or against the Licensor under the U.S. BankruptcyCode, the Licensee will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual propelty and all embodiments of such intellectual property, and same, ifnot already in its possession, will be promptly delivered to it ( 0 upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless the Licensor elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on behalfofthe Licensor upon written requesifuerefor by the Licensee