definiens: ), licenses of rights to as defined in Section 10 1 ( 35A ) of the Bankruptcy Code . The -24 - 6562860 CONFIDENTIAL TREATMENT MATERIAL Parties shall retain and may fully exercise all of their respective rights and elections Linder the Bankruptcy Code . Each Party agrees that the other Party, to the extent that it is a licensee of sLlch rights LInder this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against one Party under the Bankruptcy Code, the other Party shall be entitled to a complete duplicate of or complete access to ( as such other Party decms appropriate ) . any such intellectual property and all embodiments of such intellectual property, provided that such other Party continues to fulfill its obligations as specified herein in full . Such intellectual property and all embodiments thereof shall be promptly delivered to the other Party ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by the other Party, unless the Party subject to such bankruptcy procceding elects to continue to perform all of its obligations under this Agreement or ( Ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of the Party subject to such bankruptcy proceeding, upon written request therefor by the other Party . The foregoing is without prejudice to any rights that either Pany may have arising under the Bankruptcy Code or other applicable law