definiens: as defined under Section 101 of the U.S. 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 elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party un der the U.S. Bankruptcy Code, the Party hereto that is not a Party to such proceeding will be entitled to a comp lete duplicate of ( or complete access to, as approp riate ) any such intellectual property and all embodiments of s uch intellectual property, and same, if not already in their possession, will be promptly delivered to them ( a ) upon any such commencement of a bankruptcy proceedi ng upon their written request therefor, unless the Par ty subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following the reject ion of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefor by the non - subject Party