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, 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, [COMPANY] 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 [COMPANY] 's possession, shall be promptly delivered to it ( a ) upon any such commencement of a bankruptcy proceeding upon [COMPANY] '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 [COMPANY]