definiens: ) licenses of rights to as defined in Section 101(35A ) of the Bankruptcy Code . The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptc y proceeding by or against a Party under the United States Bankruptcy Code, the non -debtor Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual pr operty, and the same, which, if not already in the non -debtor party ’s possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non -debtor party ’s - 73 - written request therefor, unless the deb tor party continues to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the debtor party upon written request therefor by the non -debtor party . All written agreements entered into in connection with the Parties ’ conduct under this Agreement from time to time shall be considered agreements to this Agreement for purposes of Section 365(n ) of the Bankruptcy Code