definiens: as defined under Article 101(52 ) of the Bankruptcy Code . The Parties agree that [COMPANY], as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against [COMPANY] under the Bankruptcy Code, [COMPANY] 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 [COMPANY] * CERTAIN CONFIDENTIAL INFORMA nON CONTAINED IN TI - lIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED -66 -(i ) upon any such commencement of a bankruptcy proceeding upon \\>Titten request therefore by [COMPANY], unless [COMPANY] elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of [COMPANY] upon \\>Titten request therefore by [COMPANY]