definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licenseesof such rights under this Agreement, shall retain and may fully exercise all of their respective rights and - 27 -elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction . TheParties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Partyunder the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto thatis not a party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, 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 bankruptcyproceeding upon the non - subject Party ’s written request therefor, unless the Party subject to such proceeding electsto continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written requesttherefor by the non - subject Party