definiens: as defined under Section 101 of the Uni ted States Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elec tions under the United States Bankruptcy Code . The Parties further agree that, in the event of the commencemen t of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto tha t is not a Party to such proceeding will be entitle d to a complete duplicate of ( or complete access to, as ap propriate ) any such intellectual property and all e mbodiments of such intellectual property, which, if not alread y in the non - subject Party 's possession, will be pr omptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party 's written request therefor, unless the Party subject to such proceeding elects to continue to perform al l of its obligations under this Agreement or ( b ) if not deli vered under clause ( a ) above, following the rejecti on of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party