definiens: ), lic enses of rights to as defined under Section 101 ( 35A ) of the Bankruptcy Code . The parties hereto agree that so long as Licensee, as a licensee of such rights under this Agreement, makes all payments to Licensor required under this Agreement, Licensee shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The parties further agree that, if any proceeding shall be instituted by or aga inst Licensor seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankrupt cy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for its or any substantial part of its property or appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take an action to authorize any of the foregoing actions, Licensee, as a licensee of such rights under this Agre ement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensor under the Ba nkruptcy Code, Licensee shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiment of such intellectual property, and the same, if not already in its pos session, shall be promptly delivered to Licensee ( i ) upon any such commencement of a bankruptcy proceeding upon written requires therefor by Licensee, unless Licensor elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of Licensor, upon written request therefor by Licensee . In addition the parties agree that in such event the int ellectual property delivered to Licensee shall include all Technology necessary or useful to give Licensee the capability of manufacturing the Products and such Technology shall be delivered to Licensee in such a way as to commun icate it to Licensee promptly, effectively and economically