definiens: ), rights and licenses to ( as defined in Section 101(35A ) of the Bankruptcy Code ) . Each Party agrees that the other Party, as a licensee of rights and licenses under t his Agreement, will retain and may fully exercise all o f its rights and elections under the Bankruptcy Cod e. The Parties further agree that, in the event of 44 [ * * * ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED . ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXC HANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER T HE SECURITIES ACT OF 1933, AS AMENDED the commencement of a bankruptcy proceeding by or a gainst a Party under the Bankruptcy Code or analogo us provisions of applicable Law outside the U.S., the other Party will be entitled to a complete duplicat e of, or complete access to ( as appropriate ), any intellectu al property licensed to such other Party held by su ch first Party and its successors and assigns ( including all embod iments thereof ), which, if not already in such othe r Party ’s possession, will be promptly delivered to it ( a ) up on any such commencement of a bankruptcy proceeding upon such other Party ’s written request therefor, unless such first Party elects to continue to perform all of its obligations under this Agreement, or ( b ) if not del ivered under clause ( a ), following the rejection of this Agreement by such first Party in the bankruptcy pro ceeding upon written request therefor by such other Party