definiens: as definedunder Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Laws outside the United States . TheParties agree that [COMPANY] or Arena, as the case may be, as licensee of such rights under this Agreement, shall retain and may fullyexercise all of its rights and elections under the U.S. Bankruptcy Code or analogous provisions of Applicable Laws outsidethe United States . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against aParty under the U.S. Bankruptcy Code or analogous provisions of Applicable Laws outside the United States, the other Partyshall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and allembodiments of such intellectual property, which, if not already in such other Party ’s possession, shall be promptly deliveredto it ( a ) upon any such commencement of a bankruptcy proceeding upon such other Party ’s written request therefor, unless thefirst Party elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following the rejection of this Agreement by or on behalf of such first Party upon written request therefor by the other Party