definiens: as defined under Section 101 of the U.S. Bankruptcy Code . TheParties agree that each Party which is a licensee of such rights under this Agreement shall retain and may fullyexercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in theevent of the commencement of a bankruptcy proceeding by or against either Party under the U.S. BankruptcyCode, the Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of ( orcomplete access to, as appropriate ) any such intellectual property and all embodiments of such intellectualproperty, and same, if not already in their possession, shall be promptly delivered to them ( i ) upon any suchcommencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject tosuch proceeding ( or a trustee on behalf of the subject Party ) elects to continue to perform all of their obligationsunder this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalfof the Party subject to such proceeding upon written request therefor by the non - subject Party