definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that each Party will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a bankrupt Party under the U.S. Bankruptcy Code, the other Party will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property and all embodiments of such intellectual property, and same, if not already in the other Party 's possession, will be promptly delivered to the otmr Party ( i ) upon any such commencement · of a bankruptcy proceeding, upon the other Party 's written request therefor, unless the non - ban1crupt Party ( or a trustee on behalf of the non­bankrupt Party ) elects to continue to perfonn 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 non­bankrupt Party, upon written request therefor by the other Party