definiens: as defined under Section 101 of the U.S. BankruptcyCode . The Parties agree that they shall retain and may fully exercise all of their respective rights and elections underthe U.S. Bankruptcy Code . Each Party further agrees that, in the event of a rejection of this Agreement by or onbehalf of the other Party in any bankruptcy proceeding by or against such other Party under the U.S. BankruptcyCode the non - bankrupt Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) anysuch intellectual property and all embodiments of intellectual property, which, if not already in Licensee ’s possession, shall be promptly delivered to it upon Licensee ’s written request therefor . The term of intellectualproperty includes all tangible, intangible, electronic, or other embodiments of rights and licenses required to bedelivered by the non - bankrupt Party hereunder