definiens: as defined under Section 101(35A ) of the United StatesBankruptcy Code ( or similar provision in the bankruptcy laws of the jurisdiction ) . The Parties agree that a Party that isa licensee of rights under this Agreement shall retain and may fully exercise all of its rights and elections under theCode, and that upon commencement of a bankruptcy proceeding by or against a Party under the Code, the otherParty shall be entitled to a complete duplicate of, or complete access to ( as such other Party deems appropriate ), anysuch intellectual property and all embodiments of such intellectual property, if not already in such other Party’spossession, shall be promptly delivered to such other Party ( a ) upon any such commencement of a bankruptcyproceeding upon written request therefor by such other Party, unless the bankrupt Party elects to continue to performall of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreementby or on behalf of the bankrupt Party upon written request therefor by the other Party . The foregoing provisions of thisSection 11.4 are without prejudice to any rights a Party may have arising under the Code