definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties agree th at the Parties, as licensees of such rights under t his Agreement, shall retain and may fully exercise all of their rights and elections under the United Stat es Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proc eeding by or against a Party under the United States Bankr uptcy 22 Code, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicat e of ( or complete access to, as appropriate ) any such intell ectual property and all embodiments of such intelle ctual property, which, if not already in the non - subject Party 's possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding up on the non - subject Party 's written request therefor, unless the Party subject to such proceeding elects to continue 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 Party subject to such proceeding upon written request therefor by the non - subject Party