definiens: as defined under Section 101 of the United States Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code . The Panies further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectuaJ property and all embodiments of such intellectual property, which, if not already in the non·subject Party 's possession . will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party 's written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or ( b ) if not deHvered under clause ( a ) above, foUowing the " rejection of this Agreement by or on behalf ot the Party subject to such proceeding upon written request therefor by the non·subject Party