definiens: as defined under Section ss.101 of the United States Bankruptcy Code . The Pa rties agree that [COMPANY] as licensee of such rights under this Agreement sha ll retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against GTC under the U nited States Bankruptcy Code, [COMPANY] shall be entitled to a complete duplica te of ( or complete access to, as appropriate ) any such intellectual property and all embodiments or descriptions of such licensed intellectual property, and same, if not already in its possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless GTC elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of th is Agreement by or on behalf of GTC upon written request therefor by the non - deb tor Party