definiens: as defined under Section 101(34A ) of the U.S. Bankruptcy Code . The P arties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercis e all of their rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of t he commencement of a bankruptcy proceeding by or again st either Party under the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of ( or complet e access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property ( includi ng all Information related to such intellectual property a nd rights of reference with respect to Regulatory A pprovals ), and same, if not already in their possession, shall be promptly delivered to them ( a ) upon any such co mmencement of a bankruptcy proceeding upon their written reque st therefore, unless the Party subject to such proc eeding continues to perform all of its obligations under t his Agreement, or ( b ) if not delivered or granted u nder ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefore by the non - subject Party