definiens: as defined under Section 101 of the Uni ted States Bankruptcy Code except as may otherwise be required by any provision under German insolvency laws . The Parties agree that the Parties, as licensees of suc h rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code to the extent not otherwise required under German insolvency laws . The Parties further a gree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under t he United States Bankruptcy Code, or the German Insolvency Act ( Insolvenzordnung ), as the case may be, the Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of ( or com plete access to, as appropriate ) any such intellect ual property and all embodiments of such intellectual property, which, if not already in the non - subject Party ’s po ssession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon the no n - subject Party ’s written request therefore, unless t he Party subject to such proceeding continues to pe rform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rej ection of this Agreement by or on behalf of the Party subject to s uch proceeding upon written request therefore by th e non - subject Party