definiens: as defined under Section 101(57 ) of the Bankruptcy Code . The parties agree that Microcide, as licensee of such rights and licenses, shall retain and may fully exercise a ll of its rights and elections under the Bankruptcy Code . The parties fu rther agree that, in the event that any Proceeding shall be instituted by or against EpiGenix, Microcide shall have the right to retain and enforce its righ ts under this Agreement, including, but not limited to the right to a comple te duplicate of ( or complete access to, as appropriate ) all EpiGenix Technology, Assigned Technology, and EpiGenix Joint Technology, if not already in Microc ide 's possession, which shall be promptly delivered to Microcide upon any such co mmencement of a Proceeding upon written request therefore by Microcide, unless EpiGenix elects to continue to perform all of its obligations under this Agreem ent ; or if not otherwise delivered upon rejection of this Agreement by or on behalf of EpiGenix upon written request therefore by Microcide