definiens: as definedunder Section 101 of the United States Bankruptcy Code . The Parties agree that each Party, as a licensee of such rights underthis Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code(or any comparable provision of United States applicable to bankruptcies or insolvencies ) . The Parties further agree that, inthe event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party against whom such proceedings have not been commenced ( the ) shall be entitled to a completeduplicate of ( or complete access to, as appropriate ) any such intellectual property, including Collaboration Compound IP, andall embodiments of such intellectual property and the same, which, if not already in the non - debtor Party ’s possession, shallbe promptly delivered to it at such non - debtor Party ’s expense ( a ) upon any such commencement of a bankruptcy proceedingupon the non - debtor Party ’s written request therefor, unless the debtor Party continues to perform all of its obligations underthis Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the 18 debtor Party upon written request therefor by the non - debtor Party . The Parties agree that notwithstanding the foregoing, inthe event of an insolvency or bankruptcy of ONO in Japan, ( i ) Japanese law shall govern all applicable insolvency orbankruptcy proceedings with respect to ONO and ( ii ) to the maximum extent permitted by applicable law, in any bankruptcyproceeding by or against a Party under the Japanese bankruptcy law, the non - debtor Party shall retain the licenses and otherrights granted to it hereunder and may continue to exercise such rights in accordance with the terms and conditions of thisAgreement, irrespective of whether or not the debtor Party elects to rescind this Agreement pursuant to Article 53 of theJapanese bankruptcy law ( or any comparable provision of other Japanese laws applicable to bankruptcies or insolvencies )