definiens: as definedunder Section 101 of the U.S. Bankruptcy Code . The Parties agree that each Party, as licensee of certain rights under this Agreement, shallretain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event ofthe commencement a bankruptcy proceeding by or against a Party ( such Party, the ) under the U.S. Bankruptcy Code, theother Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property licensed to suchother Party and all embodiments of such intellectual property, which, if not already in such other Party ’s possession, shall be promptlydelivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon such other Party ’s written request therefor, unless theBankrupt Party elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ), following therejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party