definiens: as defined under Section 101(35A ) of the Code ( orforeign equivalent thereof, as applicable ) . The Insolvent Party agrees that 47 Terminating Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rightsand elections under the Code ( or foreign equivalent thereof, as applicable ), and that upon commencement of abankruptcy proceeding by or against the Insolvent Party under the Code ( or foreign equivalent thereof, as applicable),the Terminating Party shall be entitled to a complete duplicate of or complete access to ( as the Terminating Partydeems appropriate ), any such intellectual property and all embodiments of such intellectual property . Such intellectualproperty and all embodiments thereof shall be promptly delivered to the Terminating Party ( i ) upon any suchcommencement of a bankruptcy proceeding upon written request therefore by the Terminating Party, unless theInsolvent Party elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under(i ) above, upon the rejection of this Agreement by or on behalf of the Insolvent Party upon written request therefore bythe Terminating Party . The foregoing provisions of this Section 8.3.2(d ) are without prejudice to any rights theTerminating Party may have arising under the Code or other applicable law