definiens: as defined under Section 101 ofthe United States Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights underthis Agreement, shall retain and may fully exercise all of their rights and elections under the United StatesBankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcyproceeding by or against either Party under the United States Bankruptcy Code, the Party hereto that is nota 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 notalready in the non - subject Party ’s possession, shall be promptly delivered to it ( i ) upon any suchcommencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless theParty subject to such proceeding continues to perform all of its obligations under this Agreement or ( ii ) if notdelivered under clause ( i ) above, following the rejection of this Agreement by or on behalf of the Partysubject to such proceeding upon written request therefor by the non - subject Party