definiens: as defined under Section 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retain and may fully exercise allof their respective rights and elections under the U.S. Bankruptcy Code . The Parties agree that a Party that is a licensee of suchrights under this Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the licensing Party ( such Party, the ) under the U.S. Bankruptcy Code, the other Party ( such Party, the ) shall be entitled to a completeduplicate of or complete access to ( as such Noninvolved Party deems appropriate ), any such intellectual property and allembodiments of such intellectual property, provided the Noninvolved Party continues to fulfill its payment or royaltyobligations as specified herein in full . Such intellectual property and all embodiments thereof shall be promptly delivered tothe Noninvolved Party ( a ) upon any such commencement of a bankruptcy proceeding upon written request therefore by theNoninvolved Party, unless the Involved Party elects to continue to perform all of its obligations under this Agreement or ( b ) ifnot delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the Involved Party upon written requesttherefor by the Noninvolved Party . The foregoing is without prejudice to any rights the Noninvolved Party may have arisingunder the U.S. Bankruptcy Code or other applicable law