definiens: as defined under Section 101 of the United States Bankruptcy C ode or equivalent provisions of applicable legislation in any other jurisdiction . The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code, or equivalent provisions of applicable legislation in any other jurisdiction . The Parties further agree that, in the event of the com mencement of a bankruptcy proceeding by or against either Party under the Unites States Bankruptcy Cod e or equivalent provisions of applicable legislatio n in any other jurisdiction, the Party that is not a party to such proceeding shall be entitled to a com plete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already i n the non - subject Party ’s possession, shall be prom ptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless the Party subject to such proceeding elects to continue to pe rform all of its obligations under this Agreement, or ( b ) if not delivered under subsection ( a ) above, follo wing the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non -subject Party