definiens: as defined under Article 101(35A ) of the Bankruptcy Code . The Parties agree that each Party, as a licensee of suc h Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of its rights and electi ons under the Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proc eeding by or against a Party under the Bankruptcy Code or ana logous provisions of applicable Laws outside the Un ited States, the other Party will be entitled to a complete dupl icate of ( or complete access to, as appropriate ) an y intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not alrea dy in such Party ’s possession, will be promptly delivered to i t ( a ) upon any such commencement of a bankruptcy pr oceeding upon such Party ’s written request therefor, unless the Party in the bankruptcy proceeding elects to co ntinue to perform all of its obligations under this License A greement or ( b ) if not delivered under clause ( a ), following th e rejection of this License Agreement in the bankru ptcy proceeding, upon written request therefor by the ot her Party . The Parties further agree that, upon the occurrence of a Bankruptcy Event with respect to a Party, each Party shall have the right to retain and enforce t heir rights under this Agreement