definiens: as defined under Xxxxxxx 000 00 xx xxx Xxxxxx Xxxxxx Bankruptcy Code . The Parties a gree that the Parties, as licensees of such rights under this Agreement, shal l retain and may fully exercise all of their rights and elections under th e United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under t he United States Bankruptcy Code, the Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such i ntellectual property, which, if not already in the non - subject Party 's possessio n, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party 's written request therefor, u nless the Party subject to such proceeding continues to perform all of its obl igations under this Agreement or ( b ) if not delivered under clause ( a ) above, fol lowing the rejection of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party . It is th e understanding and intent of the Parties that this Agreement and the Unilateral Development and Commercialization Agreements represent one single t ransaction that, for the convenience of the Parties, was prepared in three s eparate but interrelated agreements, that the consideration for this Agreeme nt and the Unilateral Development and Commercialization Agreements is ind ivisible, that the Parties would not have entered into any one of this Agreeme nt or the Unilateral Development and Commercialization Agreements withou t also entering into the other agreements, and that, by their terms, each of this Agreement and the Unilateral Development and Commercialization Agreem ents depends on the continued effectiveness and enforceability of the other agree ments . Accordingly, the Parties acknowledge and agree that this Agreement a nd the Unilateral Development and Commercialization Agreements may only be reject ed as a group and that any rejection of one of the agreements necessarily enta ils the rejection of the other agreements