definiens: as defined under Section 101 of the United States Bankruptcy Code . The Partiesagree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rightsand elections under the United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of abankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a party tosuch proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectualproperty and all embodiments of such intellectual property, which, if not already in the non - subject Party ’s possession, shallbe promptly delivered to it ( a ) following any such commencement of a bankruptcy proceeding upon the non - subject Party’swritten request therefor, unless the Party subject to such proceeding continues to perform all of its obligations under thisAgreement or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of theParty subject to such proceeding upon written request therefor by the non - subject Party