definiens: as defined under Section 101(52 ) of the U.S. Bankruptcy Code . The parties agree that each party, as a licensee of such rights under this AGREEMEJ.'IT, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, subject to ~rformance by SB of its preexisting obligations under this AGREEMENT . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against * Indicates portions of text that have been omitted _ A separate \ .. 1 _ \ h d " filing of such omitted text has been made with the Commission as u : IoWQ cortee -oc ( e. 'cCCUU ( t f R par 0 eglstrant s app lCatiOn for conficlentllll trPlItm"nt P:1ge 20 CORTECH under the U.S. Banlaupccy Code, SB shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such inte!Iectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to SB ( a ) upon any such commencement of a bankruptcy proceeding upon written request therefor by SB, unless CORTECH elects to continue to perfonn all of its obligations under this AOREE ..,\a : NT, or ( b ) if not delivered under ( a ) above, upon the rejection of this AOREE.,\fE.NT by or on behalf of CORTECH upon written request therefor by SB, provided, however, that upon CORTECH 's ( or its successor 's ) written nocification to SB that it is apin willinl and able to perfonn all of its obliptions under this AGREEMENT, SB shall promptly retum all such tangible materials to CORTECH, but only to the extent that SB does not require continued access to such materials to enable SB to perfonn its obligations under this AGREEMENT