definiens: as defined under Bankruptcy Code . The Partie s agree that the Parties and their respective Sublicensees, as sublicensees of such rights under this Agreemen t, shall retain and may fully exercise all of their rights a nd elections under the Bankruptcy Code . The Parties further agree that upon commencement of a proceeding by or against a Party ( the ) under the Bankruptcy Code, the other Party ( the ) will be entitled to a complete duplicate of, or complete access to ( as the Non - Bankrupt Party deems appropriate ), all such intellectual property and a ll embodiments of such intellectual property . Such int ellectual property and all embodiments of such inte llectual property will be promptly delivered to the Non - Bank rupt Party ( a ) upon any such commencement of a proceeding and upon written request by the Non - Bank rupt Party, unless the Bankrupt Party elects to con tinue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Part y and upon written request by the Non - Bankrupt Part y. All rights, powers and remedies of a Non - Bankrupt Party hereunder are in addition to and not in substituti on for any and all other rights, powers and remedies now or he reafter existing at Law in the event of the commenc ement of a proceeding under a Bankruptcy Code with respect t o the Bankrupt Party . The Parties agree that, in ad dition to the foregoing rights, they intend for the right to contract directly with any Third Party to perform a ny obligations of the Bankrupted Party hereunder and complete such contracted work to apply to the maximum extent per mitted by law and to be enforceable under the Bankruptcy C ode . This Agreement shall be effective before, duri ng and after the commencement of any bankruptcy or insolve ncy proceeding under the Bankruptcy Code . The provisions of this Agreement shall be binding on an y receiver, receiver - manager, proposal trustee, tru stee, monitor or Person acting in similar capacity ( an ) for Repare or over Repare ’s business, undertaking, property or assets in any bankruptcy o r insolvency proceeding under the Bankruptcy Code, and all references to Repare under this Agreement shall be deemed to include any Insolvency Officer