definiens: as defined under Article 101 of the U.S. Bankruptcy Code . The Parties agree that [COMPANY], as licensor ofsuch rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. BankruptcyCode . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Licensorunder the U.S. Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) anysuch intellectual property and all embodiments of such intellectual property, which, if not already in [COMPANY] ’s possession, shallbe promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon [COMPANY] ’s written requesttherefor, unless Licensor elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered underclause ( a ), following the rejection of this Agreement by Licensor upon written request therefor by [COMPANY]