definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The parties agree that [COMPANY], as licensee of such rights under this Agreement, will 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, [COMPANY] will be entitl ed to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptly delivered to them ( i ) upon any such com mencement of a bankruptcy proceeding upon its written request therefor, unless [COMPANY] elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on b ehalf of [COMPANY] upon written request therefor by [COMPANY]