definiens: as defined under Section 101(35A ) of the Bankruptcy Code . The P arties agree that Licensee, as a licensee of such rights under this Agreement, wil l retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties further agree that that upon commencement of a bankruptcy proceeding by or against Licensor under the Bankruptcy Code, Licensee will be entitled to a complete duplicate of, or complete access to ( as Licensee deems appropriate ), all such intellectual property and all embodiments of such intellectual property . Such intellectual property and all embodiments of such intellectual property will be promptly delivered to Licensee ( i ) upon any such commencement of a bankruptcy proceeding and upon written request by Licensee, unless Licensor elects to continue to perform all of its obli gations under this Agreement, or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behal f of Licensor and upon written request by the License e