definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The parties agree that the parties, as licensees of suc h rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Ba nkruptcy Code . The parties further agree that, in t he event of the commencement of a bankruptcy proceeding - by or again st either party under the U.S. Bankruptcy Code, the party hereto that is not a party to such proceeding will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and sam e, if not already in their possession, will be promptly deliv ered to them ( i ) upon any such commencement of a ba nkruptcy proceeding upon their written request therefor, unl ess the party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, followi ng the rejection of this Agreement by or on behalf of the party subj ect to such proceeding upon written request therefo r by the non - subject party