definiens: as defined under Section 101(57 ) of the Bankruptcy Code . The parties agree that EpiGenix, a s licensee of such -13- 14 rights and licenses, shall retain and may fully exe rcise all of its rights and elections under the Bankruptcy Code . The parties fu rther agree that, in the event that any proceeding shall be instituted by or against Microcide seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking an entry of any or der for relief or the appointment of a receiver, trustee or other similar official for it for any substantial part of its property or if it shall tak e any action to authorize any of the foregoing actions ( each ), EpiGe nix shall have the right to retain and enforce its rights under this Agreement, including, but not limited to the right to a complete duplicate of ( or complet e access to, as appropriate ) all Licensed Patents, Licensed Technology, and Micr ocide Joint Technology, if not already in EpiGenix 's possession, which shall b e promptly delivered to EpiGenix upon any such commencement of a Proceeding upon written request therefore by EpiGenix, unless Microcide elects to c ontinue to perform all of its obligations under this Agreement ; or if not otherwi se delivered upon rejection of this Agreement by or on behalf of Microcide upon written request therefore by EpiGenix