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