definiens: as defined under Section 101(52 ) of the U .S. Bankruptcy Code . The parties agree that Licensee, as a license of such r ights under this Agreement, shall retain and may fully exercise all of its righ ts and elections under the U.S. Bankruptcy Code, subject to performance by Lic ensee of its preexisting obligations under this Agreement . The parties furth er agree that, in the event of the commencement of a bankruptcy proceeding by o r against [COMPANY] under the U.S. Bankruptcy Code, Licensee shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intell ectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to Licensee ( a ) upon any such commencement of a bankruptcy proceeding upon writte n request therefor by Licensee, unless [COMPANY] elects to continue to perf orm all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of Immu nex upon written request therefor by Licensee, provided, however, that upon [COMPANY] 's ( or its successor 's ) written notification to Licensee that it is again willing and able to perform all of its obligations under this Agreem ent . Licensee shall promptly return all such tangible materials to [COMPANY], but only to the extent that Licensee does not require continued access to such materials to enable Licensee to perform its obligations under this Agreement