definiens: shall mean the acquisition of direct or indirect ownership of over fifty percent ( 50 % ) of the outstanding voting securities of Imp ax, or actual control over the management, business and affairs of [COMPANY], by a non - Affiliate thereof ; or ( iii ) [COMPANY] files a petition in bankruptcy, or enters into an arrangement with its creditors, or applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the benefit of creditors, or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent . In the event this Agreement is terminated under this Section 11.2(iii ), all rights and licenses granted pursuant to Section 10.2 of this Agreement by [COMPANY] to [COMPANY] are, and shall otherwise be deemed to be, for purposes of Section 365(n ) of the Bankruptcy Code, licenses of rights to as defined under Section 101(52 ) of the Bankruptcy Code . The parties agree that [COMPANY], as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against [COMPANY] under the Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property upon written request therefor by [COMPANY] . Such intellectual property and all embodiments thereof shall be promptly delivered to [COMPANY] ( i ) upon any such commencement of a bankruptcy proceeding upon written request therefor by [COMPANY], unless [COMPANY] elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of Imp ax upon written request therefor by [COMPANY]