definiens: as defined in Section 101 of such Code . The Parties agreethat BDSI may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and any foreign equivalent theretoin any country having jurisdiction over a Party or its assets . The Parties further agree that, in the event BDSI elects to retain itsrights as a licensee under such Code, BDSI shall be entitled to complete access to any technology or intellectual propertylicensed to it hereunder and all embodiments of such technology and intellectual property . Such embodiments of thetechnology and intellectual property shall be delivered to BDSI not later than : a. the commencement of bankruptcy proceedings against Arcion, upon written request, unless Arcion elects toperform its obligations under this Agreement, orb . if not delivered above under this Section 2.3, upon the rejection of this Agreement by or on behalf of Arcion, upon BDSI ’s written request