definiens: as defined under Section 10 1 of the U.S. Bankruptcy Code and Licensee as licen see under this Agreement and Aerpio will retain and may fully exercise all of their rights and elections under t he U.S. Bankruptcy Code and foreign equivalents, inclu ding that upon commencement of a bankruptcy proceed ing by or against such Party undergoing a bankruptcy pr oceeding ( the ) under the U.S. Bank ruptcy Code or foreign equivalents, the non - Affected Party will be entitled to complete duplicates of or comp lete access to, as such non - Affected Party deems appropriate, a ny Know - How and patent and other intellectual prope rty rights and all embodiments hereof licensed or to be transferred to such non - Affected Party hereunder b y the Affected Party . Such Know - How, rights and embodimen ts will be promptly delivered to the non - Affected P arty ( a ) upon any such commencement of a bankruptcy proc eeding and upon written request thereof by the non - Affected Party, unless the Affected Party elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under the f oregoing clause ( a ), upon the rejection of this Agr eement by or on behalf of the Affected Party upon written reques t therefore by the non - Affected Party . This Section 10.4 is without prejudice to any rights the non - Affected Pa rty may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law