definiens: as defined in Section 101 of the Bankruptcy Code . The Parties agree that Collagenex, as exclusive 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 QuatRx under the Bankruptcy Code, Collagenex 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, and same, if not already in its possession, shall be promptly delivered to Collagenex ( i ) upon such commencement of a bankruptcy proceeding, unless QuatRx elects to continue to 28 USIDOCS 6198S04vl perform all of its obligations under this Agreement ; or ( ii ) if not delivered under ( i ) above, upon rejection of this Agreement by or on behalf of QuatRx