definiens: ), rights and licenses to ( as defined in Section 101(35A ) of the Bankruptcy Code ) . Each Party agrees that the other Party, as a licensee of rights and licenses under t his Agreement, will retain and may fully exercise all o f its rights and elections under the Bankruptcy Cod e. The Parties further agree that, in the event of the com mencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions o f applicable Law outside the U.S., the other Party will be entitled to a complete duplicate of, or complete ac cess to ( as appropriate ), any intellectual property licensed to such other Party held by such first Party and its s uccessors and assigns ( including all embodiments th ereof ), which, if not already in such other Party ’s possess ion, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon such o ther Party ’s written request therefor, unless such first Party elects to continue to perform all of its obli gations under this Agreement, or ( b ) if not deliver ed under clause ( a ), following the rejection of this Agreeme nt by such first Party in the bankruptcy proceeding upon written request therefor by such other Party