definiens: as defined under Section 101(35A ) of the United States Bankruptcy Code ( or similar provision in the bankruptcy laws of the jurisdiction ) . The Parties agree that a Party that is a licensee of rights under this Agreement shall retain and may fully exercise all of its r ights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against a Party under the Code, the other Party shall be entitled to a complete duplicate of, or complete access to ( as such other Party deems appropriate ), any such intellectual property and all embodiments of such intellectual property, if not already in such other Party ’s possession, shall be promptly delivered to such other Party ( a ) upon any such commencement of a bankruptcy proceeding upon written request t herefor by such other Party, unless the bankrupt 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 writte n request therefor by the other Party . The foregoing provisions of this Section 11.4 are without prejudice to any rights a Party may have arising under the Code