definiens: as defined underSection 61 of the United States Bankruptcy Code . The Parties agree that the Parties, aslicensees of such rights under this Agreement, shall retain and may fully exercise all of theirrights and elections under the United States Bankruptcy Code . The Parties further agree that, inthe event of the commencement of a bankruptcy proceeding by or against either Party under theUnited States Bankruptcy Code, the other Party will be entitled to a complete duplicate of ( orcomplete access to, as appropriate ) any such intellectual property and all embodiments of suchintellectual property, which, if not already in the non - subject Party ’s possession, shall be promptlydelivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless the Party subject to such proceeding elects tocontinue to perform all of its obligations under this Agreement, or ( b ) if not delivered under clause(a ) above, following the rejection of this Agreement by or on behalf of the Party subject to suchproceeding upon written request therefor by the non - subject Party