definiens: ), licenses of rights to as defined underSection 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retain and may fully exercise all of their respective rightsand elections under the U.S. Bankruptcy Code . Each Party agrees that the other Party, to the extent that it is a licensee of suchrights under this Agreement, shall retain and may fully exercise all of its rights and 18elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against one Partyunder the U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of or complete access to ( as suchother Party deems appropriate ), any such intellectual property and all embodiments of such intellectual property, providedthat such other Party continues to fulfill its obligations as specified herein in full . Such intellectual property and allembodiments thereof shall be promptly delivered to the other Party ( a ) upon any such commencement of a bankruptcyproceeding upon written request therefor by the other Party, unless the Party subject to such bankruptcy proceeding elects tocontinue to perform all of its obligations under this Agreement or ( b ) if not delivered under subsection ( a ) above, upon therejection of this Agreement by or on behalf of the Party subject to such bankruptcy proceeding, upon written request thereforby the other Party . The foregoing is without prejudice to any rights that either Party may have arising under the U.S