definiens: as defined under Section 101 of the U.S. Bankruptc y Code . The Pal1ies agree that Collaborator, as licensee of such rights 79 I I = CERT.\I~ CO~ I : lnE{\TI,\L 11'OFOH CO ...., .,\I,\oIE:"T. i'I,\ IlKEO UY UR .. \CKETS . IS FILED Wf'I'll TIlE SECURITIES, \SI ) EXCII,\/\C, E CO,\IMISSION PlIRSUAII : T TO RULE 40 (, Of TIlE SECUItITiES Acr OF 193.1,, \S " ", [ ; .lOW, under this Agreement, shall 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 [COMPANY] under the U.S. Bankruptcy Code, Collaborator shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in Collaborator 's possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon Collaborator 's written request therefor, unless [COMPANY] elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ), following the rejection of this Agreement by [COMPANY] upon written request therefor by Collaborator