definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The parties agree that a party, aslicensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under theU.S. Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceedingby or against the licensing party under the U.S. Bankruptcy Code, the licensee will be entitled to a complete duplicateof ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectualproperty, and same, if not already in its possession, will be promptly delivered to it ( a ) upon any such commencementof a bankruptcy proceeding upon its written request therefor, unless the licensing party elects to continue to performall of its obligations under this Agreement, or ( b ) if not delivered under subsection ( a ) above, following the rejection ofthis Agreement by or on behalf of the licensing party upon written request therefor by the licensee