definiens: as defined underSection 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 ofa bankruptcy proceeding by or against Company under the Code, Merck shall be entitled to a complete duplicateof or complete access to, any such intellectual property and all embodiments of such intellectual property . Suchintellectual property and all embodiments thereof shall be promptly delivered to Merck ( i ) upon any suchcommencement of a bankruptcy proceeding upon written request therefore by Merck, unless Company elects tocontinue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon therejection of this Agreement by or on behalf of Company upon written request therefore by Merck . The foregoingprovisions of Section 11.3.2(e ) are without prejudice to any rights Merck may have arising under the Code or otherapplicable law