definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that NVDI, as a licensee under Section 6.3.3 and a transferee under Sections 6.1 and 6.4.3 of such Intellectual Property Rights under this Agreement, and XOMA, as a licensee under Section 6.3.2, each shaH retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree -23 - that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property as to which it is a licensee or transferee and all embodiments of such intellectual property, and same, if not already in its possession, shaH be promptly delivered to such other Party ( a ) upon any ~uch commencement of a bankruptcy proceeding upon such other Party 's written request therefore, unless the first Party elects to continue to perform all of its obligations under this Agreement, or ( b ) if"not delivered under ( a ) above, upon rejection of this Agreement by or on behalf of the first Party upon written request therefor by the other Party