definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licensees of such rights under thisAgreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions inany other country or jurisdiction . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or againsteither Party under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not aParty to such proceeding shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property andall embodiments of such intellectual property, which, if not already in the non - subject Party ’s possession, shall be promptly delivered to it(i ) upon any such commencement of a bankruptcy proceeding upon the non - subject Party ’s written request therefor, unless the Party subjectto such proceeding elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under clause ( i ) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by thenon - subject Party