definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that Censa as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in th e event of the commencement of a bankruptcy proceeding by or against [COMPANY] under the U.S. Bankruptcy Code, Censa shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and same, if not already in the its possession, shall be promptly delivered to it ( i ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless [COMPANY] 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 [COMPANY] upon written request therefor by Censa