definiens: as defined under Section 101(35A ) ofthe Bankruptcy Code . The Parties agree that MSD, 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 NEUROGEN under the Bankruptcy Code, MSD 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 therefor by MSD . Such intellectual property and all embodiments thereof promptly shall be delivered to MSD ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by MSD, unless NEUROGEN 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 NEUROGEN upon written request therefor by MSD . The provisions of this Section 9.6 are without prejudice to any rights MSD may have arising under the Bankruptcy Code or other applicable law