definiens: ), licenses of rights to a s defined under Section 101(35A ) of the Bankruptcy Code . The Parties agree that the ( as such term is used in Section 365(n ) of the Bankruptcy Code ) to be paid u nder this Agreement are those payments described in Sections 4.4 and 4.5 of this Agreement . [COMPANY], as the licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and electi ons under the Bankruptcy Code, and upon commencemen t of a bankruptcy proceeding by or against [COMPANY] under th e Bankruptcy Code, shall be entitled to a complete duplicate of, or complete access to ( as [COMPANY] deems appropr iate ), any such intellectual property and all embod iments of such intellectual property . Such intellectual prope rty and all embodiments thereof shall be promptly d elivered to [COMPANY] ( i ) upon any such commencement of a bankrup tcy proceeding upon written request therefor by [COMPANY], unless [COMPANY] elects to continue to perfor m all of its obligations under this Agreement, or ( ii ) if not delivered under clause ( i ) above, upon the rejectio n of this Agreement by or on behalf of [COMPANY], upon written request therefor by [COMPANY], and each Party hereby acknowledges and agrees that the foregoing shall se rve as its consent to such transfer of the intellectual proper ty and all embodiments thereof . The foregoing provi sions of this Section 12.15 are without prejudice to any rig hts [COMPANY] may have arising under the Bankruptcy C ode or other Applicable Law