definiens: as defined under the U.S. Bankruptcy Code . The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and electionsunder the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of abankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code ( the ), the other Party ( the ) shall be entitled to a complete duplicate of ( or completeaccess to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, shallbe promptly delivered to the non - subject Party ( i ) upon any such commencement of a bankruptcy proceedingupon 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 ( ii ) if not delivered under ( i ) above, following therejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION . DOUBLE ASTERISKS [ * * ] DENOTE OMISSIONS