definiens: as defined under Section 101 of the US Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all o f their rights and elections under the US Bankruptcy Code or any analogous provisions in any other country . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the US Bankruptcy Code or any analogous provisions in any other country or country, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non -subject Party ’s possession, shall be promptly delivered to it ( i ) upon any such commencement of a bankruptcy proceeding upon the non -subject Party ’s written request therefor, unless the Party sub ject to such proceeding elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under clause ( i ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon writte n request therefor by the non -subject Party . The Parties acknowledge and agree that payments made under Section 9.03 ( Development Milestone Payments ) or Section 9.04 ( Commercial Milestone Payments ) or pursuant to any Supply Agreements shall not ( x ) constit ute royalties within the meaning of Section 365(n ) of the US Bankruptcy Code or any analogous provisions in any other country or country or ( y ) relate to licenses of intellectual property hereunder