definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that theParties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights andelections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of abankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code, the Party hereto that is not a Partyto such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any suchintellectual property and all embodiments of such intellectual property, which, if not already in the non - subject Party’spossession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon thenon - subject Party ’s written request therefor, unless the Party subject to such proceeding elects to continue to performall of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, following the rejection of thisAgreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subjectParty