definiens: as defined under Section 101(35A ) of the Code . The parties agree that MERCK, as a licensee of such ri ghts under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that u pon commencement of a bankruptcy proceeding by or against ISIS under the Code, MERCK shall be entitled to a complete dupl icate of or complete access to ( as MERCK deems appropriate ), any such intellectual property and all embodiments of such intellec tual property . Such intellectual property and all embodi ments thereof shall be promptly delivered to MERCK ( i ) upon any such commencement of a bankruptcy proceeding upon written r equest therefore by MERCK, unless ISIS elects to continue to pe rform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of ISIS upon written request therefore by MERCK . Where MERCK does retain and is able to fully exercise all licens es and rights to licenses granted under this Agreement, MERCK ' s payment obligations to ISIS for milestones and royalties in acco rdance with Section 5.3 and/or Section 5.4 of this Agreement in connection with such exercise by MERCK of MERCK 's license s hereunder shall continue in effect