definiens: as defined under Section 101 of the Bankruptcy Cod e. The Parties agree that Agen and [COMPANY], as licensee s of rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or a gainst [COMPANY] under the Bankruptcy Code, the De posit Materials, if not already in its possession, shall be promptly delivered to Agen upon Agen ’s written r equest ( i ) no later than fifteen ( 15 ) days after any such commenc ement of a bankruptcy proceeding, unless [COMPANY] elects to continue to perform all of its obligations under th is Agreement pending any rejection of this Agreemen t, or ( ii ) if not delivered under ( i ) above, upon the rejection o f this Agreement by or on behalf of [COMPANY], or ( iii ) as provided in Section 11