definiens: as defined under Section 10 1 ( 35A ) of the U.S. Bankruptcy Code . The Parties ag ree that all intellectual property rights licensed under or purs uant to this Agreement, including, any Patents or P atent applications in any country of a party covered by t he license grants under this Agreement, are part of the as defined under Section 10 1 ( 35A ) of the Bankruptcy Code subject to the prote ctions afforded the non - rejecting Party under Section 365 ( n ) of the Bankruptcy Code, and any similar applicab le Law or regulation in any other country . The Parties agree that this Agreement shall not be deemed terminated by virtue of any rejection by a Party or its receiver or trustee under applicable bankruptcy applicable Laws unless the non - rejecting Party fails to exercise its rights under Section 365(n)(1)(B ) of the U.S. Bankruptcy Code ( o r its foreign equivalents ) . For clarity, if the non - rejecting Par ty fails to exercise such rights or such rights are not available in a country outside the United States, this Agreement s hall be deemed terminated . The Parties further agre e that, in the event of the commencement of a bankruptcy proce eding by or against either Party under the U.S. Ban kruptcy Code or any analogous applicable Laws in any other country or jurisdiction, if this Agreement is not t erminated or deemed terminated, the Party that is not the sub ject of such proceeding shall be 120 entitled to a complete duplicate of ( or complete ac cess to, as appropriate ) all such licensed intellec tual property and all embodiments of such intellectual property, which, if not already in such Party ’s possession, s hall be promptly delivered to it upon such Party ’s written request, unless the Party subject to such proceedin g elects to continue to perform all of its obligations under th is Agreement