definiens: ( as defined in Section 101(35A ) of title 11 of the Unit ed States Code and of any similar provisions of app licable Laws under any other jurisdiction ( the ) ) . Each Party agrees that the other Party, as a Licensee of rights and licenses under this Agreemen t, shall retain and may fully exercise all of its r ights and elections under the Bankruptcy Code . The Parties fu rther agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under t he Bankruptcy Code or analogous provisions of appli cable Law outside the United States, the other Party shal l be entitled to a complete duplicate of ( or comple te access to, as appropriate ) any intellectual property licensed to such Party and all embodiments of such intellect ual property, which, if not already in such Party ’s possession, s hall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon such P arty ’s written request therefor, unless the Party i n the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this Agreement by the Party in the bankruptcy p roceeding upon written request therefor by the other Party