definiens: ( as defined inSection 101(35A ) of title 11 of the United States Code and of any similar provisions of applicable Laws under anyother jurisdiction ( the ) ) . Each Party agrees that the other Party, as a licensee of rights andlicenses under this Agreement, shall retain and may fully exercise all of its rights and elections under the BankruptcyCode . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against aParty under the Bankruptcy Code or analogous provisions - 75 -of applicable Law outside the United States, the other Party shall be entitled to a complete duplicate of ( or completeaccess to, as appropriate ) any intellectual property licensed to such Party and all embodiments of such intellectualproperty, which, if not already in such Party ’s possession, shall be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proceeding upon such Party ’s written request therefor, unless the Party in thebankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or ( b ) if not deliveredunder clause ( a ), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon writtenrequest therefor by the other Party