definiens: as defined under Section 101(35A ) of the U.S. Bankruptcy Code . TheParties shall retain and may fully exercise all of their respective rights andelections under the U.S. Bankruptcy Code . The Parties agree that [COMPANY], as alicensee of such rights under this Agreement, shall retain and may fullyexercise all of its rights and elections under the U.S. Bankruptcy Code, andthat upon commencement of a bankruptcy proceeding by or against CTI under theU.S. Bankruptcy Code, [COMPANY] shall be entitled to a complete duplicate of orcomplete access to ( as [COMPANY] deems appropriate ), any such intellectualproperty and all embodiments of such intellectual property, provided MedImmunecontinues to fulfill its payment and/or royalty obligations as specified hereinin full . Such intellectual property and all embodiments thereof shall bepromptly delivered to [COMPANY] ( i ) upon any such commencement of a bankruptcyproceeding upon written request therefor by [COMPANY], unless CTI elects tocontinue to perform all of its obligations under this Agreement 18 < PAGE > or ( ii ) if not delivered under ( i ) above, upon the rejection of this Agreementby or on behalf of CTI upon written request therefor by [COMPANY] . The foregoingis without prejudice to any rights [COMPANY] may have arising under the U.S