definiens: as defined in Sec tion 101 of the Bankruptcy Code . The Parties agree that Hormos, as exclusive l icensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The Parties fu rther agree that, in the event of the commencement of a bankruptcy proceedin g by or against Tess under the Bankruptcy Code, Hormos shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intell ectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to Hormos ( i ) upon such commencement of a bankruptcy proceeding, unless Tess elects to cont inue to perform all of its obligations under this Agreement ; or ( ii ) if not de livered under ( i ) above, upon rejection of this Agreement by or on behalf of Tess