definiens: as defined under Section 101(35A ) of the Code . The Parties agree tha t [COMPANY], as a licensee of such rights under this Agre ement, shall retain and may fully exercise all of i ts rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against [COMPANY] under the Code, [COMPANY] shall be entit led to a complete duplicate of or complete access t o ( as [COMPANY] deems appropriate ), any such intellectual property and all embodiments of such intellectual property . Such intellectual property and all embodi ments thereof shall be promptly delivered to [COMPANY] ( i ) upon any such commencement of a bankruptcy proc eeding upon 25 written request therefore by [COMPANY], unless [COMPANY] e lects to continue to perform all of its obligations under this Agreement or ( ii ) if not del ivered under ( i ) above, upon the rejection of this Agreement by or on behalf of [COMPANY] upon writt en request therefore by [COMPANY]