definiens: as defined in Section 101 of such Code . The Parties agree that either Party may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, regardless of whether the other Party files for bankruptcy in the United States or another jurisdiction . The Parties further agree that, in the event the non - insolvent Party elects to retain its rights as a licensee under such Code, such Party shall be entitled to complete access to any technology licensed to it hereunder Confidential 82 and all embodiments of such technology . Such embodiments of the technology shall be delivered to such Party not later than ; ( a ) the commencement of bankruptcy proceedings against the insolvent Party, upon written request, unless such insolvent Party elects to perform its obligations under the Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the insolvent Party, upon written request