definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The parties agree that [COMPANY] shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any intellectual property and all embodiments of such intellectual property, and same, ifnot already in [COMPANY] 's possession, shall be promptly delivered to [COMPANY] ( a ) upon any such commencement ofa bankruptcy proceeding, upon [COMPANY] 's written request therefore, unless [COMPANY] ( or a trustee on behalf of [COMPANY] ) elects to continue to perform all of its obligations under this Agreement or ( b ) ifnot delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of [COMPANY], upon written request therefore by [COMPANY] . In the event [COMPANY] elects to terminate this Agreement pursuant to this Section 21.2.3, all rights and obligations hereunder shall terminate, provided however, [COMPANY] shall retain all licenses to Licensed Patent Rights, Licensed Trademark Rights and Licensed Know - How granted herein, subject to the payments when due to [COMPANY] of all fees, milestone payments and Royalties on Product(s )