definiens: ) licenses of right to asdefined under Section 101 of the Bankruptcy Code . The parties agree that NN, as licensee of such rights under thisAgreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The parties furtheragree that, in the event of the commencement of a bankruptcy proceeding by or against ZGEN under the Bankruptcy Code, NN shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and allembodiments of such intellectual property, shall be promptly delivered to NN ( i ) upon any such commencement of abankruptcy proceeding upon NN ’s written request therefor, unless ZGEN elects to continue to perform all of its obligationsunder this Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on behalf of theparty subject to such proceeding upon written request therefor by the non - subject party