definiens: as defined under Section 10 1 of the U.S. Bankruptcy Code . The Parties agree that each Party shall retai n and may fully exercise all of its rights and elections under the U.S. Bankrupt cy Code . The Parties further agree that, in the event of the commencement of a b ankruptcy proceeding by or against a bankrupt Party under the U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property and all embodiments of su ch intellectual property, and same, if not already in the other Party 's possessio n, shall be promptly delivered to the other Party ( a ) upon any such comm encement of a bankruptcy proceeding, upon the other Party 's written request therefor, unless the non - bankrupt Party ( or a trustee on behalf of the n on - bankrupt Party ) elects to continue to perform all of its obligations under th is Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of th is Agreement by or on behalf of the non - bankrupt Party, upon written request the refor by the other Party