definiens: ( as defined in Sec tion 101(35A ) of title 11 of the United States Code and of any si milar provisions of Applicable Laws and Regulations under any other jurisdiction ( the ) ) . The licensee Party shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Partie s further agree that, in the event of the commencem ent of a bankruptcy proceeding by or against a Party under t he Bankruptcy Code or analogous provisions of appli cable Law outside the United States, the other Party shal l be entitled to a complete duplicate of ( or comple te access to, as appropriate ) any intellectual property licensed to such Party and all embodiments of such intellect ual property, which, if not already in such Party ’s possession, s hall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon such Party ’s writte n request therefor, unless the Party in the bankrup tcy proceeding ( x ) elects to continue to perform all of its obligations under this Agreement on or before any deadline for making such election and ( y ) does not reject th is Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefo r by the other Party . AMAG and [COMPANY] agree that all paymen ts due from [COMPANY] to AMAG shall be considered as that term is understood under Section 365(n ) of the Bankruptcy Code for purposes of that section