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, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the United States Bankruptcy Code, the Party that is not a party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non­subject Party 's possession, shall 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 perfonn all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party