definiens: as defined under Section 101 of the United States Bankruptcy Code or equivalentprovisions of applicable legislation in any other jurisdiction . The Parties agree that the Parties, as licensees of suchrights under this Agreement, shall retain and may fully exercise all of their rights and elections under the UnitedStates Bankruptcy Code, or equivalent provisions of applicable legislation in any other jurisdiction . The Parties furtheragree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the UnitesStates Bankruptcy Code or equivalent provisions of applicable legislation in any other jurisdiction, the Party that is nota party to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) anysuch intellectual property and all embodiments of such intellectual property, which, if not already in the non - subjectParty ’s possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceedingupon the non - subject Party ’s written request therefor, unless the Party subject to such proceeding elects to continueto perform all of its obligations under this Agreement, or ( b ) if not delivered under subsection ( a ) above, following therejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor bythe non - subject Party