definiens: as defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that the licensee of such Intellectual Property under this A greement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, including Section 365(n ) of the Bankruptcy Code, or any analogous provisions in any other coun try or jurisdiction . All of the rights granted to either Party under this Agreement shall be deemed t o exist immediately before the occurrence of any bankruptcy case in which the other Party is the deb tor . If a bankruptcy proceeding is commenced by or against either Party under the Bankruptcy Code o r any analogous provisions in any other country or jurisdiction, the non - debtor Party shall be enti tled to a complete duplicate of ( or complete access to, as appropriate ) any Intellectual Property and a ll embodiments of such Intellectual Property, which, if not already in the non - debtor Party ’s pos session, shall be delivered to the non- debtor Party within [ * * * ] Business Days of such request ; provide d, that the debtor Party is excused from its obligation to deliver the Intellectual Property to the extent the debtor Party continues to perform al l of its obligations under this Agreement and the Agr eement has not been rejected pursuant to the Bankruptcy Code or any anal ogous provision in any other country or jurisdictio n