definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that each s hall retain and may fully exercise all of its right s and elections under the U.S. Bankruptcy Code . The Parti es further agree that, in the event of the commencement of a bankruptcy proceeding by or again st either Party under the U.S. Bankruptcy Code, the Party that is not a party to such proceeding sh all be entitled to a complete duplicate of ( or comp lete access to, as appropriate ) any such intellectual pr operty 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 bankruptcy proceedi ng upon the non - subject Party ’s written request therefor, unless the Party subject to such proceedi ng elects to continue to perform all of its obligat ions under this Agreement or ( b ) if not delivered under ( a ) above, following the rejection Page 34 of 49 of this Agreement by or on behalf of the Party subj ect to such proceeding upon written request therefo r by the non - subject Party . To the extent available i n countries other than the U.S., Applicable Law si milar to Section 365(n ) of the U.S. Bankruptcy Code shall be applied so as to treat this Agreement as an executory contract