definiens: as defined under Section 101 of the United States Bankruptcy Code or equivalent provisions of applicable legisla tion in any other jurisdiction . The Parties agree t hat the Parties, as licensees of such rights under this Agreement, s hall retain and may fully exercise all of their rig hts and elections under the United States Bankruptcy Code, or equival ent provisions of applicable legislation in any oth er jurisdiction . The Parties further agree that, in th e event of the commencement of a bankruptcy proceed ing by or against either Party under the Unites States Bankru ptcy Code or equivalent provisions of applicable le gislation in any other jurisdiction, the Party that is not a par ty to such proceeding shall be entitled to a comple te duplicate of ( or complete access to, as appropriate ) any such in tellectual property and all embodiments of such int ellectual property, which, if not already in the non - subject Party ’s possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon t he non - subject Party ’s written request therefor, un less the Party subject to such proceeding elects to continue to perform all of its obligations under this Agree ment, or ( b ) if not delivered under subsection ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request the refor by the non - subject Party