definiens: .asdefined under Section 101(52 ) of the U.S. Bankruptcy Code . The parties agree that BB, as alicensee of such rights under this Agreement, shall retain and may fully excrcise all of il, rightsand elections under the U.S. Bankruptcy Code, subject to performance by BB of its pre - existingobligations under this Agreement . Thc parties further agree that, in the event of thecommencement of a bankruptcy proceeding by or against [COMPANY] under the U.S. BankruptcyCode, BB shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) anysuch intellectual property and all embodiments of such intellectual property, and same, if notalready in its possession, shall be promptly delivered to BB ( a ) upon any such commencement ofa bankruptcy proceeding upon written request · therefor by BB, unless [COMPANY] elects tocontinue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a).above, upon the rejection of this Agreement by or on behalf of immunoGen upon written requesttherefor by BB, provided, however, that upon immunoGen 's ( or its successor 's ) writtennotification to BB that it is again wiUing and able to perform all of its obligations under thisAgreement, BB shall promptly return all such tangible materials to [COMPANY], but only to theextent that BB does not require continued access to such materials to enable BB to perform itsobligations under this Agreement