definiens: ), licenses ofrights to as defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that during theTerm, each Party, as a licensee of rights under this Agreement, shall retain and may fully exercise all of its rights and electionsunder the Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding byor against a Party under the Bankruptcy Code, then the other Party ( which is not a Party to such proceeding ) will be entitled toa complete duplicate of ( or complete access to, as appropriate ) any such intellectual property licensed to such other Partyunder this Agreement and all embodiments of such intellectual property, and same, if not already in such other Party’spossession, will be promptly delivered by the Party to such other Party ( a ) upon any such commencement of a bankruptcyproceeding upon its written request therefor, unless the Party subject to such proceeding elects to continue, and thereaftercontinues, to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following therejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party