definiens: as defined under Section 101(35A)of the Code . The Parties agree that the Non - Bankrupt Party, as a licensee of such rights under this Agreement, shall retain andmay fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding byor against the Bankrupt Party under the Code, the Non - Bankrupt Party shall be entitled to a complete duplicate of, orcomplete access to ( as the Non - Bankrupt Party deems appropriate ), any such intellectual property and all embodiments of suchintellectual property . Such intellectual property and all embodiments thereof shall be promptly delivered to the Non - BankruptParty ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by the Non - Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or ( ii ) if not deliveredunder ( i ) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party upon written request therefor bythe Non - Bankrupt Party . The foregoing provisions are without prejudice to any rights the Non - Bankrupt Party may havearising under the Code or other applicable law . The parties intend for the substance of this Section 9.2(c ) to apply worldwide, even if the Code does not expressly apply to the Bankrupt Party or to the Non - Bankrupt Party