definiens: as definedunder Section 101(35A ) of the U.S. Bankruptcy Code . The Parties agree that [COMPANY], as a licensee of such rights under thisAgreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that uponcommencement of a bankruptcy proceeding by or against GMI under the U.S. Bankruptcy Code, [COMPANY] shall be entitled to acomplete duplicate of or complete access to any such intellectual property and all embodiments of such intellectual propertythat is licensed to [COMPANY] under this Agreement . Such intellectual property and all embodiments thereof shall be promptlydelivered to [COMPANY] ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by [COMPANY], unless GMI 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 GMI upon written request therefor by [COMPANY] . The term of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with RegulatoryAuthorities and related rights . The foregoing is without prejudice to any rights [COMPANY] may have arising under the U.S