definiens: as defined under Section 101 of the United States Bankruptcy Code . The Panies agree that [COMPANY], as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against [COMPANY] under the United States Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual propeny and all embodiments of such intellectual property, which, if not already in [COMPANY] 's possession, shall be promptly delivered to it : ( a ) upon any such commencement of a bankruptcy proceeding upon [COMPANY] 's written request therefor, unless [COMPANY] continues to perform all of its obligations under this Agreement ; or ( b ) if not delivered under Section 9.6(a ) above, following the rejection of this Agreement by or on behalf of [COMPANY]