definiens: as defined under Section 101(35A ) of the U.S. Bankruptcy Code . The P arties shall retain and may fully exercise all of their respecti ve rights and elections under the U.S. Bankruptcy C ode . The Parties agree that DSP, as the licensee under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and t hat upon commencement of a bankruptcy proceeding by or against Intercept under the U.S. Bankruptcy Code, D SP shall be entitled to a complete duplicate of or complete access to any such intellectual property and all em bodiments of such intellectual property, provided t hat DSP continues to fulfill its payment or royalty obligat ions in accordance with this Agreement . Such intell ectual property and all embodiments thereof shall be promptly deliv ered to DSP ( x ) upon any such commencement of a ban kruptcy proceeding upon written request therefore by DSP, u nless Intercept elects to continue to perform all o f its obligations under this Agreement or ( y ) if not deli vered under ( x ) above, upon the rejection of this A greement by or on behalf of Intercept upon written request ther efor by DSP . The foregoing is without prejudice to any rights DSP may have against Intercept arising under the U. S. Bankruptcy Code or other applicable law