definiens: as definedunder Section 101 of the U.S. Bankruptcy Code . The Parties agree that [COMPANY], as licensee of such rights under thisAgreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code . TheParties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Ambit underthe U.S. Bankruptcy Code, [COMPANY] will be entitled, to the extent necessary to exercise its rights under this Agreement, to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodimentsof such intellectual property, and same, if not already in its possession, will be promptly delivered to it ( a ) upon anysuch commencement of a bankruptcy proceeding upon its written request therefore, unless Ambit elects to 83 CONFIDENTIALcontinue to perform all of its obligations under this Agreement, or ( b ) if not delivered under ( a ) above, following therejection of this Agreement by or on behalf of Ambit upon written request therefore by [COMPANY]