definiens: ( as defined in Section 101(35A ) of title 11 of the United States Code and of any similarprovisions of applicable Laws under any other jurisdiction ( the ) ) . Each Party agrees that the other Party, as a licensee ofrights and licenses under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code . TheParties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code oranalogous provisions of applicable Laws outside the United States, the other Party will be entitled to a complete duplicate of ( or completeaccess to, as appropriate ) any intellectual property licensed to such Party and all embodiments of such intellectual property, which, if notalready in such Party ’s possession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon suchParty ’s written request therefor, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under thisLicense Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this License Agreement in the bankruptcy proceeding, upon written request therefor by the other Party . The Parties further agree that, upon the occurrence of a Bankruptcy Event with respect to aParty, each Party shall have the right to retain and enforce their rights under this Agreement, subject to Section 7.5