definiens: as defined under Section 101(35A ) of the Code . The Parties agree tha t the Non - Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or again st the Bankrupt Party under the Code, the Non - Bankrupt Par ty shall be entitled to a complete duplicate of, or complete access to ( as the Non - Bankrupt Party deems appropri ate ), any such intellectual property and all embodi ments of such intellectual property . Such intellectual prope rty and all embodiments thereof shall be promptly d elivered to the Non - Bankrupt Party ( a ) upon any such commenceme nt of a bankruptcy proceeding upon written request therefor by the Non - Bankrupt Party, unless the Bank rupt Party elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party upon written request t herefor by the Non - Bankrupt Party . The foregoing pr ovisions are without prejudice to any rights the Non - Bankrup t Party may have arising under the Code or other ap plicable law