definiens: as defined unde r Section 101 of the U.S. Bankruptcy Code . The Part ies agree that UT, as licensee of certain rights under this A greement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any non -U.S. equivalent thereof . The Parties further agree that, if a bankruptcy proceeding is commenced by or against Ar ena under the U.S. Bankruptcy Code or other applica ble Laws governing Arena, UT will have the right to ret ain any and all rights licensed to it hereunder, to the maximum extent permitted by Law ( such as under Sect ions 365(n)(1 ) and 365(n)(2 ) of the U.S. Bankruptcy Code or any non - U.S. equivalent thereof ), subject t o any royalties due to Arena as specified hereunder, and be entitled to a complete duplicate of ( or complete ac cess to, as appropriate ) any such intellectual prop erty and all embodiments of such intellectual property, which, i f not already in UT ’s possession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptc y proceeding upon written request therefor by UT, u nless Arena elects to continue to perform all of its obli gations under this Agreement or ( b ) if not delivere d under clause ( a ), following the rejection of this Agreeme nt by Arena upon written request therefor by UT