definiens: ), licenses of rights to as defined underSection 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retain and may fully exercise all of their respective rightsand elections under the U.S. Bankruptcy Code . Each Party agrees that the other Party, to the extent that it is a licensee of suchrights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against one Party under the U.S. Bankruptcy Code, the otherParty shall be entitled to a complete duplicate 30of or complete access to ( as such other Party deems appropriate ), any such intellectual property and all embodiments of suchintellectual property, provided that such other Party continues to fulfill its obligations as specified herein in full . Suchintellectual property and all embodiments thereof shall be promptly delivered to the other Party ( a ) upon any suchcommencement of a bankruptcy proceeding upon written request therefor by the other Party, unless the Party subject to suchbankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered undersubsection ( a ) above, upon the rejection of this Agreement by or on behalf of the Party subject to such bankruptcyproceeding, upon written request therefor by the other Party . The foregoing is without prejudice to any rights that either Partymay have arising under the U.S. Bankruptcy Code or other applicable Law