definiens: as defined in Sec tion 101 of the Bankruptcy Code . The Parties agree that Licensee, as exclusive licensee of such rights under this Agreement, shall retain and may fully ex ercise all of its rights and elections under the Bankruptcy Code . The Parties fu rther agree that, in the event of the commencement of a bankruptcy proceedin g by or against DPI under the Bankruptcy Code, Licensee shall be entitled to a co mplete 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 ( i ) upon such commencement of a bankruptcy proceeding, unless DPI elects to co ntinue to perform all of its obligations under this Agreement ; or ( ii ) if not de livered under ( i ) above, upon rejection of this Agreement by or on behalf of DPI