definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that each Party, as alicensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under theU.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding byor against either Party under the U.S. Bankruptcy Code, the Party that is not a party to such proceeding will be entitled toa complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments ofsuch intellectual property, and same, if not already in its possession, will be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to suchproceeding elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered undersubsection ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceedingupon written request therefor by the non - subject Party