definiens: asdefined under Section 101(35A ) of the Code . The Parties agree that Merck, as a licensee of suchrights under this Agreement, shall retain and may fully exercise all of its rights and elections underthe Code, and that upon commencement of a bankruptcy proceeding by or against [COMPANY] underthe Code, Merck shall be entitled to a complete duplicate of, or complete access to ( as Merck deemsappropriate ), any such intellectual property and all embodiments of such intellectual property . Suchintellectual property and all embodiments thereof shall be promptly delivered to Merck ( i ) uponany such commencement of a bankruptcy proceeding upon written request therefor by Merck, unless [COMPANY] elects to continue to perform all of its obligations under this Agreement or ( ii ) ifnot delivered under ( i ) above, upon the rejection of this Agreement by or on behalf of Chimerixupon written request therefore by Merck