definiens: ), licenses of rights to as defined underSection 101(35A ) of the Code . Either Party, as a licensee of such rights under this Agreement ( the ) . shall retain and may fully exercise all of its rights and elections under the Code, andupon commencement of a bankruptcy proceeding by or against the other Party ( the ) under the Code . shall be entitled to a complete duplicate of, or complete access to ( as the non - BankruptParty deems appropriate ), any such intellectual property and all embodiments of such intellectualproperty . Such intellectual property and all embodiments thereof shall be promptly delivered to lhe non - Bankrupt Party ( i ) upon any such commencement of a bankruptcy proceeding upon written requesttherefor by the non - Bankrupt Party . unless the Bankrupt Party elects to continue to perform all of itsobligations under this Agreement or ( ii ) if not delivered under ( i ) above . upon the rejection of thisAgreement by or on behalf of the Bankrupt Party upon written request therefor by the non - BankruptParty . The foregoing provisions of Section 9.6 are without prejudice to any rights the non - BankruptParty may have arising under the Code or othcr applicable law