definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that [COMPANY], as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SGX under the U.S. Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, shall be promptly delivered to it ( i ) upon any such commencement of a bankruptcy proceeding upon [COMPANY] 's written request therefor, unless SGX elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on behalf of SGX upon written request therefor by [COMPANY] . In the event of the commencement of a bankruptcy proceeding by or against SGX under the Bankruptcy Code and so long as such proceeding continues, SGX will not, without [COMPANY] 's prior written consent, sell, transfer, assign or otherwise dispose of, or purport to sell, transfer, assign or otherwise dispose of, any right, title or interest in, to or under the Collaboration Technology ( other than that which constitutes the SGX Background Technology ) or the SGX Background Technology that is necessary for [COMPANY] to exercise its rights under this Agreement, if those rights would be impaired in any material respect by such sale, transfer, assignment or other disposition