definiens: ), licenses ofrights to as defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that during theterm of this Agreement, each Party, as a licensee of rights under this Agreement, shall8 retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties further agree that, in theevent of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code, then the otherParty ( which is not a Party to such proceeding ) will be entitled to a complete duplicate of ( or complete access to, asappropriate ) any such intellectual property licensed to such other Party under this Agreement and all embodiments of suchintellectual property, and same, if not already in such other Party ’s possession, will be promptly delivered by the Party to suchother Party ( a ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless the Partysubject to such proceeding elects to continue, and thereafter continues, to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to suchproceeding upon written request therefor by the non - subject Party