definiens: as defined under Section 101 of the U.S. Bankruptcy Code . The Parties agree that Astellas, a s licensee of such rights under this Agreement, shall retain a nd may fully exercise all of its rights and electio ns under the U.S. Bankruptcy Code . The Parties further agree tha t, in the event of the commencement of a bankruptcy proceeding by or against NGX under the U.S. Bankrup tcy Code, which results in NGX ’s rejection of this Agreement, Astellas shall be entitled to ( a ) retain ownership of all MAA Approvals and ( b ) a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, which, if not already in Astellas ’ posses sion, shall be promptly delivered upon written requ est therefor by Astellas