definiens: ), licenses of right to as defined under Section 101 of the Code . The Parties agree that Merck, as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding - by or against Metabasis under the Code, Merck will be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, will be promptly delivered to it ( i ) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Metabasis elects to continue to perform all of its obligations under this Agreement, or ( ii ) if not delivered under ( i ) above, following the rejection of this Agreement by or on behalf of Metabasis upon written request therefor by Merck