definiens: as defined under Section 101(52 ) of the Bankruptcy Code . The parties agree t hat [COMPANY], as a licensee of such rights under th is Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Co de . The parties further agree that, in the event of the com mencement of a bankruptcy proceeding by or against [COMPANY] under the Bankruptcy Code, [COMPANY] shall be entitl ed to a complete duplicate of ( or complete access t o, as appropriate ) any such intellectual property and all embodiments of such intellectual property upon wri tten request therefor by [COMPANY] . Such intellectual pro perty and all embodiments thereof shall be promptly delivered to [COMPANY] ( i ) upon any such commencement of a ban kruptcy proceeding upon written request therefor by [COMPANY], unless [COMPANY] elects to continue to perfor m all of its obligations under this Agreement or ( i i ) if not delivered under ( i ) above, upon the rejection of th is Agreement by or on behalf of [COMPANY] upon written request therefor by [COMPANY]