definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and m ay fully exercise all of their rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Par ty under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual pr operty and all embodiments of such intellectual property, and same, if not already in their possess ion, will be promptly delivered to them ( a ) upon any such commencement of a bankruptcy proceeding up on their written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding u pon written request therefor by the non - subject party