definiens: as defined under Section 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retainand may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code . The Parties agree that aParty that is a licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and electionsunder the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the licensing Party(such Party, the ) under the U.S. Bankruptcy Code, the other Party ( such Party, the ) shall be entitled to a complete duplicate of or complete access to ( as such Noninvolved Party deems appropriate ), any suchintellectual property and all embodiments of such intellectual property, provided the Noninvolved Party continues to fulfillits payment or royalty obligations as specified herein in full . Such intellectual property and all * * * = Portions of this exhibit have been omitted pursuant to a request for confidential treatment . An unredacted version ofthis exhibit has been filed separately with the Commission