definiens: as defined underSection 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code or anyanalogous provisions in any other country or jurisdiction . The Parties further agree that, in the event of the commencement ofa bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any othercountry or jurisdiction, the Party hereto that is not a party to such proceeding shall be entitled to a complete duplicate of ( orcomplete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, ifnot already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) upon any such commencement of abankruptcy proceeding upon the non - subject Party ’s written request therefor, unless the Party subject to such proceedingelects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written requesttherefor by the non - subject Party