definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that Sublicensee, assublicensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under theU.S. Bankruptcy Code . The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by oragainst Sublicensor under the U.S. Bankruptcy Code that is not dismissed within sixty ( 60 ) days of the first date of filing, Sublicensor hereby grants to Sublicensee, subject to Sublicensee ’s obligations under Section 365(n ), a right of access and toobtain possession of and to benefit from each of the following embodiments to the extent related to Sublicensee ’s exercise ofits license rights to the Compounds and Products in the Sublicense Territory in accordance with this Agreement : ( i ) copies of(or complete access to, as appropriate ) Sublicensor Development Data necessary or reasonably useful for Sublicensee tomanufacture, develop and/or commercialize the Compound and/or Product in the Field in the Sublicense Territory ; and ( ii)any other embodiments of such intellectual property in Sublicensor ’s possession and control, which, if not already inSublicensee ’s possession, shall be promptly delivered to Sublicensee ( a ) upon Sublicensee ’s reasonable written requesttherefor, unless Sublicensor elects to continue to perform all of its obligations under this Agreement or ( b ) if not deliveredunder clause ( a ), following the rejection of this Agreement by Sublicensor upon Sublicensee ’s reasonable written requesttherefor . Recognizing that the embodiments described above may be useful or necessary to Sublicensor in connection with itscontinued operation of its business, and that a Third Party may also have a right of access to such embodiment under Section365(n ) of the Bankruptcy Code or applicable non - bankruptcy law, where there is a fixed or limited quantity of any tangibleitem of such embodiment described above, Sublicensee shall be entitled to a pro rata portion thereof