definiens: as defined under Section 101{35A ) of the Code . The parties agree that [COMPANY], as a [COMPANY] of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against Nastech under the Code, [COMPANY] shall be entitled to a complete duplicate of or complete access to ( as [COMPANY] deems appropriate ), any such intellectual property and all embodiments of such intellectual property . Such intellectual property and all embodiments thereof shall be promptly deli vered to P & G ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefore by [COMPANY], unless Nastech elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of Nastech upon written request therefore by [COMPANY]