definiens: as defined under Section 101 of the U.S. Bankruptcy Co de . The Parties agree that the Parties, as licensee s of such rights under this Agreement, shall retain a nd may fully exercise all of their rights and elect ions under the U.S. Bankruptcy Code or any analogous pro visions in any other country or jurisdiction . The Parties further agree that, in the event of the com mencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is 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 embodiment s of such intellectual property, which, if not alread y in the non - subject Party ’s possession, shall be promptly delivered to it ( i ) upon any such commence ment of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless th e Party subject to such proceeding elects to contin ue to perform all of its obligations under this Agreement or ( ii ) if not delivered under clause ( i ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non - subject Party