definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that the Party to which such licenses are granted ( the " Grantee '' ), as licensee of such rights under this License Agreement, will 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 the Grantor under the U.S. Bankruptcy Code, the Grantee will 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 same, if not already in its possession, will be promptly delivered to it ( i ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless the Grantor elects to continue to perform all of its obligations under this License Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this License Agreement by or on behalf of the Grantor upon written request therefor by the Grantee