definiens: as defined under Article 101(52 ) of the Bankruptcy Code . The Parties agree that [COMPANY], as a licensee of such rightsunder this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Partiesfurther agree that, in the event of the commencement of a bankruptcy proceeding by or against [COMPANY] under theBankruptcy Code, [COMPANY] will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectualproperty and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptlydelivered to [COMPANY] ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by [COMPANY], unlessXenoPort 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 therefore by [COMPANY]