definiens: as defined underSection 101 of the U.S. Bankruptcy Code . The parties agree that Company, as licensee of such rights under this Agreement, will retain andmay fully exercise, all of its rights and elections under the U.S. Bankruptcy Code . The parties further agree that, in the event of thecommencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Code, Company will be entitled to a completeduplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, andsame, if not already in its 17possession, will be promptly delivered to them ( i ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, following therejection of this Agreement by or on behalf of Licensor upon written request therefor by Company