definiens: as defined underSection 101 of the U.S. Bankruptcy Code . The Parties agree that the Parties, as licensees of such rightsunder this Agreement, shall retain and may fully exercise all of their rights and elections under InsolvencyLaws, the U.S. Bankruptcy Code, or any analogous provisions in any other country or jurisdiction . TheParties further agree that, in the event of the commencement of any Insolvency Proceeding by or againstany Party under any Insolvency Laws, the U.S. Bankruptcy Code, or any analogous provisions in any othercountry or jurisdiction, the Party hereto that is not a Party to such proceeding shall be entitled to a completeduplicate 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, shall be promptlydelivered to it ( i ) upon any such commencement of such Insolvency Proceeding upon the non - subjectParty ’s written request therefor, unless the Party subject to such proceeding elects to continue to perform allof its obligations under this Agreement, or ( ii ) if not delivered under clause ( i ) above, following the rejection ofthis Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by thenon - subject Party