definiens: as defined under Section 101(35A ) of the Code . The Par ties agree that [COMPANY], as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencemen t of a bankruptcy proceeding by or against Company under the Code, [COMPANY] shall be enti tled to a complete duplicate of or complete access to ( as [COMPANY] deems appropriate ), an y such intellectual property and all embodiments of such intellectual property . Such int ellectual property and all embodiments thereof shall be promptly delivered to [COMPANY] ( i ) up on any such commencement of a bankruptcy proceeding upon written request therefor e by [COMPANY], unless Company elects to continue to perform all of its obligations under th is 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]