definiens: as defined underSection 101(35A ) of the U.S. Bankruptcy Code . The Parties shall retain and may fully exercise all of their respective rightsand elections under the U.S. Bankruptcy Code . The Parties agree that MERCK, as a licensee of such rights under thisAgreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that uponcommencement of a bankruptcy proceeding by or against AVEO under the U.S. Bankruptcy Code, MERCK shall be entitledto a complete duplicate of or complete access to ( as MERCK deems appropriate ), any such intellectual property and allembodiments of such intellectual property, provided MERCK continues to fulfill its payment and/or royalty obligations asspecified herein in full . Such intellectual property and all embodiments thereof shall be promptly delivered to MERCK(i ) upon any such commencement of a bankruptcy proceeding upon written request therefore by MERCK, unless AVEO electsto continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection ofthis Agreement by or on behalf of AVEO upon written request therefore by MERCK . The foregoing is without prejudice toany rights MERCK may have arising under the U.S. Bankruptcy Code or other applicable law