definiens: ), licenses of rights to as defined under Section 101(35A ) of the Bankruptcy Code . The parties agree that [COMPANY], as a recipient of such rights under this Agreement, shal l retain and may fully exercise all of its rights a nd elections under the Bankruptcy Code . The parties further agre e that, in the event of the commencement of a bankr uptcy proceeding by or against ZGEN under the Bankruptcy Code that is not dismissed within [ * ] after it is filed, either the expiration of the Evaluation Terms with respect to the ZGEN Core Genes or the exercise by Z GEN of its right to opt out of research for which a Collab oration Election was made shall be deemed to have o ccurred, as applicable . The parties also further agree that, in the event of the commencement of a bankruptcy proc eeding by or against ZGEN under the Bankruptcy Code that is n ot dismissed within [ * ] after it is filed, [COMPANY] shall be entitled to a complete duplicate of ( or complete ac cess to, as appropriate ) any such intellectual prop erty and all embodiments of such intellectual property, and the same, if not already in its possession, shall be pr omptly delivered to [COMPANY] : ( a ) upon written request therefor by [COMPANY], unless ZGEN elects to continue to perform all of its obligations under this Agreement ; or ( b ) if not delivered under Subsection ( a ) above, upon the rejection of this Agreement by or on behalf of ZGEN and written request therefor by [COMPANY]