definiens: as defined under Section 101 of the U.S. Bankruptcy Code or applicable bankruptcy lawsoutside the United States . The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain andmay fully exercise all of their rights and elections under such bankruptcy laws . The Parties further agree that, in the event ofthe commencement of a - 58 -bankruptcy proceeding by or against either Party under such bankruptcy laws, the Party hereto that is not a Party to suchproceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual propertyand all embodiments of such intellectual property, which, if not already in the non - subject Party ’s possession, shall bepromptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s writtenrequest therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under thisAgreement or ( b ) if not delivered under ( a ) above, following the rejection of this Agreement by or on behalf of the Partysubject to such proceeding upon written request therefor by the non - subject Party