definiens: as defined under Section 10 1(35A ) of the Code The Parties agree that each Part y, as the licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights an d elections under the Code, and that upon commencement of a ban kruptcy proceeding by or against either Party under the Code, the other Party shall be entitled to a comple te duplicate of or complete access to ( as other Par ty deems appropriate ), any such intellectual property and al l embodiments of such intellectual property . Such i ntellectual property and all embodiments thereof shall be promp tly delivered to non - rejecting Party ( i ) upon any s uch commencement of a bankruptcy proceeding upon writte n request therefore by the non - bankrupt Party, unle ss the bankrupt Party elects to continue to perform all of its obligations under this Agreement or ( ii ) if no t delivered under ( i ) above, upon the rejection of this Agreeme nt by or on behalf of a Party upon written request therefore by the other Party . The foregoing provisions of Sectio n 6.5 are without prejudice to any rights the non - b ankrupt Party may have arising under the Code or other appl icable