definiens: as defined under Section 101(52 ) of the U.S. Bankruptcy Code . The parties to such agreements shall retain and may fully exercise all of their respective 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 a party licensor under the U.S. Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to the licensee ( a ) upon any such 36/52 CONFIDENTIAL TREATMENT REQUESTED commencement of a bankruptcy proceedings upon written request therefore by the licensee, unless COLEY elects to continue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of upon written request therefore by [COMPANY], provided, however, that upon COLEY 's ( or its successor 's ) written notification to the [COMPANY] that it is again willing and able to perform all of its obligations under this Agreement, [COMPANY] shall promptly return all such tangible materials to COLEY, but only to the extent that the licensee does not require continued access to such materials to enable the licensee to perform its obligations under this Agreement