definiens: as defined underSection 61 of the United States Bankruptcy Code . The Parties agree that the Parties, as licensees of suchrights under this Agreement, shall retain and may fully exercise all of their rights and elections under theUnited States Bankruptcy Code . The Parties further agree that, in the event of the commencement of abankruptcy proceeding by or against either Party under the United States Bankruptcy Code, the Party that isnot a party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, asappropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not * * * Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless theParty 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 theParty subject to such proceeding upon written request therefor by the non - subject Party