definiens: as defined under Section 10 1 of the U.S. Bankruptcy Code . The Parties agree th at MEI, as licensee of such rights under this Agreemen t, shall retain and may fully exercise all of its r ights and elections under the U.S. Bankruptcy Code . The P arties further agree that, in the event of Presage Bankruptcy Event, MEI shall be entitled to a comple te duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in MEI ’s possession, shall be promptly delivered to it ( i ) following any such commencement of a bankruptcy proceeding upon MEI ’s written reque st therefor, unless Presage elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under clause ( i ), followi ng the rejection of this Agreement by Presage upon written request therefor by MEI . Notwithstanding the foregoing, in no event shall this Section 10.5(b ) b e construed to grant to MEI access to intellectual property that it would not otherwise have had acces s to had Presage elected to continue to perform all of its obligations under this Agreement