definiens: as defined in the Bankruptcy Code . The Parties agree that [COMPANY], as licensee of such rights, shall retain and may exercise all of its rights and elections under the Bankruptcy Code, including, without limitation, Section 365(n ) . 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 intellectua l property and all embodiments of such intellectual property, which, if not already in [COMPANY] 's possession, will be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon [COMPANY] 's written request therefor, unless [COMPANY] continues to perform all of its obligations under this Agreement or ( b ) if not delivered under clause ( a ) above, following the rejection of this Agreement by or on behalf of [COMPANY] upon written request therefor by [COMPANY]