definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that TGTX, as licensee of suchrights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. BankruptcyCode and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets . The Parties furtheragree that, in the event of the commencement of a bankruptcy proceeding by or against Rhizen, TGTX shall be entitled toa complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments ofsuch intellectual property, which, if not already in TGTX ’s possession, shall be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proceeding upon TGTX ’s written request therefor, unless Rhizen elects to continue toperform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ), following the rejection of thisAgreement by or on behalf of Rhizen upon written request therefor by TGTX