definiens: as defined under Section 101 of the UnitedStates Bankruptcy Code or equivalent provisions of applicable legislation in any other jurisdiction . The Parties agreethat the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rightsand elections under the United States Bankruptcy Code, or equivalent provisions of applicable legislation in any otherjurisdiction . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by oragainst either Party under the Unites States Bankruptcy Code or equivalent provisions of applicable legislation in anyother jurisdiction, the Party 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, if not already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless the Partysubject to such proceeding elects to continue to perform all of its obligations under this Agreement, or ( b ) if notdelivered under subsection ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject tosuch proceeding upon written request therefor by the non - subject Party