definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party ( such Party, the ) under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party 's possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon such other Party 's written request therefor, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party