definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties agree that each Party, in its cap acity as a licensee of such rights under this Agree ment, shall retain all licenses granted to it hereunder and may fully exercise all of its rights and elections und er the United States Bankruptcy Code, subject to payment to the o ther Party of any royalties or other payments due p ursuant to Article 5 . The Parties further agree that, in the e vent of commencement of a bankruptcy proceeding by or against either Party under the United States Bankruptcy Cod e, the Party hereto which is not a party to such pr oceeding 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 property, and same, if not already in its possession, shall b e promptly delivered to it ( i ) upon any such commencement of a bankruptcy proceeding upon its written request the refore, unless the Party subject to such proceeding elects to continue to perfonn all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on beh alf of the Party subject to such proceeding upon written reque st therefore by any non - subject Party