definiens: as defined under Section 101 of the United StatesBankruptcy Code except as may otherwise be required by any provision under German insolvency laws . The Partiesagree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of theirrights and elections under the United States Bankruptcy Code to the extent not otherwise mandatorily provided forunder German insolvency laws . The Parties further agree that, in the event of the commencement of a bankruptcyproceeding by or against a Party under the United States Bankruptcy Code, or the German Insolvency Act(Insolvenzordnung ), as the case may be, the Party hereto that is not a Party to such proceeding will be entitled to acomplete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments ofsuch intellectual property, which, if not already in the non - subject Party ’s possession, will be promptly delivered to it(a ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefore, unless the Party subject to such proceeding continues to perform all of its obligations under this Agreement or ( b ) ifnot delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of the Party subject tosuch proceeding upon written request therefore by the non - subject Party