definiens: as defined under Article 101 of the U.S. Bankruptcy Code . The Parties agree that Licensee, aslicensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections underthe U.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of any proceeding by oragainst [COMPANY] under the U.S. Bankruptcy Code, Licensee shall be entitled to a complete duplicate of ( or completeaccess to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and, if notalready in its possession, [COMPANY] shall promptly deliver to Licensee all such intellectual property and all embodimentsof such intellectual property ( a ) upon Licensee ’s request any time following commencement of any such proceeding, unless [COMPANY] elects to continue to perform all of its obligations under this Agreement or ( b ) if not delivered under(a ) above, upon Licensee ’s request any time following the rejection of this Agreement by or on behalf of [COMPANY]