definiens: as defined under Section 101 of t he United States Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agr eement, shall retain and may fully exercise all of their ri ghts and elections under the United States Bankrupt cy Code . The Parties further agree that, in the event of the com mencement of a bankruptcy proceeding by or against either Party under the United States Bankruptcy Code, the Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of ( or complete ac cess to, as appropriate ) any such intellectual prop erty and all embodiments of such intellectual property, which, i f not already in the non - subject Party 's possession, shall be promptly delivered to it ( a ) upon any such commence ment of a bankruptcy proceeding upon the non - subjec t Party 's written request therefor, unless the Party subject to such proceeding elects to continue to pe rform all of its obligations under this Agreement or ( b ) if not deli vered under clause ( a ) above, following the rejecti on of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party