definiens: as defined under Section 10 1 of the United States Bankruptcy Code . The Parties agree that [COMPANY], as licensee of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code . The Parties f1ll1her agree that, in the event of the commencement of a bankruptcy proceeding by or against [COMPANY] under the United States Bankruptcy Code, [COMPANY] will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in [COMPANY] 's possession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon Micromet"s written request therefore, unless [COMPANY] continues to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of [COMPANY] upon written request therefore by [COMPANY]