definiens: as defined under Section101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement or theapplicable Project Schedule, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code orany analogous provisions in any other country or jurisdiction . The Parties further agree that, in the event of the commencement of abankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any other countryor jurisdiction, the Party hereto that is not subject to such proceeding shall be entitled to a complete duplicate of ( or complete accessto, 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 such commencement of a bankruptcy proceeding upon thenon - subject Party ’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of itsobligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of thisPage 61 of 84Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party