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 Coley 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 embodiments of such intellectual property . Such intellectual property and all embodiments thereof shall be promptly delivered to Merck ( a ) upon any such commencement of a bankruptcy proceeding upon written request therefore by Merck, unless Coley elects to continue to perfonn all of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection of this Agreement by or on behalf of Coley upon written request therefore by Merck