definiens: ( as defined in Section 101(35A ) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction ( the ) ) . Bluebird agrees that [COMPANY], as a licensee of rights and licenses under this License Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Bluebird under th e Bankruptcy Code or analogous provisions of applicable Law outside the United States, [COMPANY] will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property licensed to [COMPANY] and all embodiments of such int ellectual property, which, if not already in [COMPANY] ’s possession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon [COMPANY] ’s written request therefor, unless Bluebird elects to continue to perform all of its obligations under this License Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this License Agreement by Bluebird in the bankruptcy proceeding upon written request therefor by [COMPANY]