definiens: as defined under Section 101 ( 35A ) of the Code . The parties agr ee that the non - rejecting party, as licensee of such rights under this A greement, shall retain and may fully exercise all of its rights and elect ions under the Code . The parties further agree that, in the event of th e commencement of a bankruptcy proceeding by or against a party un der the Code, the other party shall be entitled to receive a complete duplic ate of ( or complete access to, as appropriate ) any such intellectual prop erty and all embodiments of such intellectual property upon written reques t therefore by such non - bankrupt party . Such intellectual property and all embodiments thereof shall be promptly delivered to the non - bankrup t party ( i ) upon any such commencement of a bankruptcy proceeding upon w ritten request therefore by the non - bankrupt parry, unless the party in ba nkruptcy elects to continue to perform all of its obligations under this A greement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of the bankrupt party in the event of w ritten request therefore by the other party . The foregoing is without prej udice to any rights the non - bankrupt party may have arising under the Code or other applicable law