definiens: as defined under Section 101(52 ) of the Bankruptcy 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 Bankruptcy Code . The parties further agree that, in the event of the commencement · of a bankruptcy proceeding by or against ARRIS . Under the Ba.n . Iduptcy Code, MERCK shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property upon written request therefore by · MERCK . Such intellectual property and all embodiments thereof promptly shall be delivered to MERCK ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefore by MERCK, unless ARRIS elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of ARRIS upon written request therefore by MERCK