definiens: shall mean, with respect to aParty : ( a ) filing by such Party in any court or agency pursuant to any statuteor regulation of any state or country, a petition in bankruptcy or insolvency orfor reorganization or for an arrangement or for the appointment of a receiver ortrustee of the Bankrupt Party or of its assets ; ( b ) a Person proposing a writtenagreement of composition or extension of a Bankrupt Party 's debts ; ( c ) suchParty being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, and such petition shall not be dismissedwithin sixty ( 60 ) calendar days after the filing thereof ; ( d ) such Partyproposing or being a party to any dissolution or liquidation of such Party ; or(e ) such Party making a general assignment 59 < PAGE > for the benefit of creditors . If this Agreement is terminated by Novartispursuant to this Section 8.3 due to the rejection of this Agreement by or onbehalf of [COMPANY] or one or more of its Affiliates under Section 365 of Title11, United States Code ( the ), all licenses and rights tolicenses granted under or pursuant to this Agreement by [COMPANY] or itsAffiliates to [COMPANY] are, and shall otherwise be deemed to be, for purposes ofSection 365(n ) of the Bankruptcy Code, licenses of rights to as defined under Section 101(35A ) of the Bankruptcy Code . The Partiesagree that [COMPANY], as a licensee of such rights under this Agreement, shallretain and may fully exercise all of its rights and elections under theBankruptcy Code, and that upon commencement of a bankruptcy proceeding by oragainst [COMPANY] or one or more of its Affiliates under the Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of or complete access to ( asNovartis deems appropriate ) any such intellectual property and all embodimentsof such intellectual property . Such intellectual property and all embodimentsthereof shall be promptly delivered to [COMPANY] ( i ) upon any such commencementof a bankruptcy proceeding upon written request therefor by [COMPANY], unlessAlnylam elects to continue to perform all of its obligations under thisAgreement, or ( ii ) if not delivered under ( i ) above, upon the rejection of thisAgreement by or on behalf of [COMPANY] upon written request therefor by [COMPANY]