definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that each Party shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy 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 such intellectual property, and same, if not already in the other Party 's possession, shall be promptly delivered to the other Party ( a ) upon any such commencement of a bankruptcy proceeding, upon the other Party 's written request therefor, unless the non - bankrupt Party ( or a trustee on behalf of the non­bankrupt Party ) elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the non­bankrupt Party, upon written request therefor by the other Party