definiens: as defined under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Laws outside theUnited States . The Parties agree that [COMPANY] or Arena, as the case may be, as licensee of such rights under thisAgreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code oranalogous provisions of Applicable Laws outside the United States . The Parties further agree that, in the event of thecommencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogousprovisions of Applicable Laws outside the United States, the other Party shall be entitled to a complete duplicate of(or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectualproperty, which, if not already in such other Party ’s possession, shall be promptly delivered to it ( a ) upon any suchcommencement of a bankruptcy proceeding upon such other Party ’s written request therefor, unless the first Partyelects to continue to 137Confidential perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following the rejection of thisAgreement by or on behalf of such first Party upon written request therefor by the other Party