definiens: as defined under Section 101(35)(a ) of the Bankruptcy Code . The Parties agree that [COMPANY], in addition to the rights granted to it under this Agreement, as licensee of rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . If a bankruptcy proceeding is commenced by or against [COMPANY] under the Bankruptcy Code, [COMPANY] 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 upon written request therefor by [COMPANY] . Such intellectual property and all embodiments thereof shall be promptly delivered to [COMPANY] : ( a ) upon any such commencement of a bankruptcy proceeding upon written request by [COMPANY], unless [COMPANY] 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 [COMPANY] upon -31 -CONFIDENTIAL TREATMENT REQUEIT!D-:0