definiens: as defined under Section 101 ( 35A ) of the Code . The Parties agree that MERCK, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, and that upon commencement of a bankruptcy proceeding by or against A YEO under the Code, MERCK shall be entitled to a complete duplicate of or complete access to ( as MERCK deems appropriate ), any such intellectual property and all embodiment s of such intellectual property . Such intellectual property and all embodiments thereof shall be promptly delivered to MERCK ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefore by MERCK, unless A VEO elects to continue to perfonn all of its obligations under this Agreement ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of A YEO upon written request therefore by MERCK