definiens: as defined under Article 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retain and may fully exercise all of their respective rights and electio ns under the U.S. Bankruptcy Code . The Parties agre e that a Party that is a licensee of such rights under this Agreement shall retain and may fully exercise all o f its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the licensing Party ( such Party, the ) under the U.S. Bankruptcy Code, the oth er Party ( such Party, the ) shall be enti tled to a complete duplicate of or complete access to ( as such Noninvolved Party deems appropriate ), any such inte llectual property and all embodiments of such intel lectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as sp ecified herein in full . Such intellectual property and all embodiments thereof shall be promptly delivered to the Noninvolved Party ( a ) upon any such commencement of a bankruptcy proceeding upon written request there for by the Noninvolved Party, unless the Involved Party elects to continue to perform all of its obligatio ns under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behal f of the Involved Party upon written request therefor by Non involved Party . The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other applicable law . To the extent the laws of Ontario or Canada are applicable to the subject matter of this Article 17.2, the Pa rties agree that their intent is to effect a result as similar as possible to that which is otherwise intended by this provision, including the benefit of Article 32(5 ) of the Compa nies ’ Creditors Arrangement Act and Article 65.11(7 ) of the Bankruptcy and Insolvency Act, as currently propose d