definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the licensee of suchrights under this Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Codeor any other applicable Law . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding byor against a Party under the U.S. Bankruptcy Code or any other applicable Law, the other Party shall be entitled to a completeduplicate 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 62**Indicates that certain information contained herein has been omitted and filed separately with the Securities andExchange Commission . Confidential treatment has been requested with respect to the omitted portions