definiens: as defined under Section tOlof the United States Bankruptcy Code . The Parties agreethat the Parties, as licensees of such rights under this Agreement, shall retain and may fullyexercise all of their rights and elections under the United States Bankruptcy Code . The PartiesExecution Draft 07/25101 - 51 -further agree that, in the event of the conunencement of a bankruptcy proeeeding by or againsteither Party under the United States Bankruptcy Code, the Party hereto that is not a Party to suehproceeding shall be entitled to a eomplete duplicate of ( or complete aecess to, as appropriate ) anysueh intellectual property and all embodiments of such intellectual property, which, if notalready in the non - subject Party 's possession, shall be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proeeeding upon the non - subject Party 's written requesttherefor, unless the Party subjeet to sueh proceeding continues to perform all of its obligationsunder this Agreement or ( b ) if not delivered under ( a ) above, following the rejeetion of thisAgreement by or on behalf of the Party subject to sueh proceeding upon written request thereforby the non - subject Party