definiens: as defined underSection 101(52 ) of the U.S. Bankruptcy Code . Each Party agrees that the other Party, as alicensee of such rights under this Agreement, shall retain and may fully exercise all of its rightsand elections under the U.S. Bankruptcy Code . Without limiting the foregoing, the Parties furtheragree that if a bankruptcy proceeding is commenced by or against one Party ( the ) then, in the event the Debtor rejects this Agreement pursuant to Section 365 of the U.S. BankruptcyCode or otherwise applicable law and the other Party elects to retain its rights hereunderpursuant to Section 365(n ) of the U.S. Bankruptcy Code or otherwise applicable law, the otherParty shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any suchintellectual property and all embodiments of such intellectual property . The Parties further agree, without limiting the foregoing, that unless and until the Debtor rejects this Agreement pursuant toapplicable law, the Debtor shall perform all of its obligations hereunder or immediately provide tothe other Party a complete duplicate of ( or complete access to, as appropriate ) any suchintellectual property and all embodiments of such intellectual property, and the same, if notalready in the other Party ’s possession ; provided, however, that upon assumption of thisAgreement by the Debtor pursuant to Section 365 of the U.S. Bankruptcy Code or otherwiseapplicable law, the other Party shall promptly return all such tangible materials, intellectualproperty and embodiments thereof that have been provided to it solely as a result of this Section11.3