definiens: as defined under Section 101 of the U.S. Bankruptcy Code ( or as applicable those foreign cou nterparts ) . The Parties agree 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 the U.S. Bankruptcy Code and any fo reign counterparts thereto . The Parties further agr ee that, in the event of the commencement of a bankrup tcy proceeding by or against either Party under the U.S. Bankruptcy Code or such foreign counterpart, t he Party hereto that is not a Party to such proceed ing shall be entitled to a complete duplicate of ( or co mplete access to, as appropriate ) any such intellec tual property and all embodiments of such intellectual p roperty, which, if not already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s written req uest therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or ( b ) if not del ivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by th e non - subject Party