definiens: asdefined under Section 91 of the Code . The Parties agree that HGS, as licensee of such rights under thisAgreement, will retain and may fully exercise all of its protections, rights and elections under the Code andany similar laws in any other country in the Licensed Territory . The Parties further agree that, in the event ofthe commencement of a bankruptcy proceeding by or against FivePrime under the Code and any similarlaws in any other country in the Licensed Territory, HGS will be entitled to a complete duplicate of ( orcomplete access to, as HGS deems appropriate ) any such intellectual property and all embodiments of suchintellectual property, and the same, if not already in its possession, will be promptly delivered to it : ( a ) uponany such commencement of a bankruptcy proceeding upon its written request therefor, unless FivePrimeelects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under(a ) above, upon written request therefor by HGS following the rejection of this Agreement by or on behalfof FivePrime . The foregoing provisions of this Section 11.3(d ) are without prejudice to any rights HGS mayhave arising under the Code or other applicable law