definiens: as defined under Section 101 of the United States Bankruptcy Code ( the ) . [COMPANY] agrees that [COMPANY], as licencee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . [COMPANY] further agrees that, following the entry of an order for reHerin a case by or against [COMPANY] as debtor under the Bankruptcy Code, if [COMPANY] fails to perfonn its obligations under this Agreement, [COMPANY] shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) all such intellectual property and all embodiments of such intellectual property, which, if not already in its possession, shall be promptly delivered to it ( a ) prior to the rejection of this Agreement by [COMPANY] in accordance with the Bankruptcy Code, and ( b ) following such rejection ( if not theretofore delivered ), upon written notice of ( i ) its election to retain its rights to such intellectual property in accordance with Section 365(n)(1 ) ( B ) of the Bankruptcy Code, and ( ii ) its request for such delivery