definiens: as defined under Sec tion 101(35A ) of the U.S. Bankruptcy Code . The Parties agree that all intellectual property rights licensed hereunde r, including, without limitation, any Patents in any country of a party covered by the license grants under this Agr eement, are part of the as defined unde r Section 101(35A ) of the U.S. Bankruptcy Code subj ect to the protections afforded the non - subject Party under Se ction 365(n ) of the U.S. Bankruptcy Code, and any s imilar law or regulation in any other country . The Parties agree that this Agreement shall not be deemed term inated by virtue of any such rejection unless the non - subject Party fails to exercise its rights under Section 3 65(n)(1)(B ) of the U.S. Bankruptcy Code ( or its foreign equivalent s ) . For clarity, if the non - subject Party fails to exercise such rights or such rights are not available in a countr y outside the United States, this Agreement shall b e deemed terminated with respect to such country . The Partie s further agree that, in the event of the commencem ent of a bankruptcy proceeding by or against either Party un der the U.S. Bankruptcy Code or any analogous provi sions in any other country or jurisdiction, if this Agreemen t is not terminated or deemed terminated, the non - s ubject Party shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such in tellectual property and all embodiments of such intellectual p roperty, which, if not already in the non - subject P arty ’s possession, shall be promptly delivered to it ( y ) u pon any such commencement of a bankruptcy proceedin g upon the non - subject Party ’s written request therefor, u nless the Party subject to such proceeding elects t o continue and continues to perform all of its obligations und er this Agreement or ( z ) if not delivered under cla use ( y ) above, immediately following the rejection of this Agreement by a Party or its receiver or trustee und er applicable bankruptcy Laws due to such Party ’s bank ruptcy upon written request therefor by the non - sub ject Party