definiens: as defined under Section 101(35A ) of the Code . The Parties agree that MERCK, as a licensee of such rights under this Agreement, shall retain a nd may fully exercise all of its rights and elections under the Code, and that upon commencemen t of a bankruptcy proceeding by or against RENOVIS under the Code, MERCK shall be enti tled to a complete duplicate of or complete access to ( as MERCK deems appropriate ), an y such intellectual property and all embodiments of such intellectual property, subject to applicable law . Such intellectual property and all embodiments thereof shall be promp tly delivered to MERCK ( i ) upon any such commencement of a bankruptcy proceeding upon w ritten request therefore by MERCK, unless RENOVIS elects to continue to perform all of its obligations under this Agreement or ( ii ) if not delivered under ( i ) above, upon the rej ection of this Agreement by or on behalf of RENOVIS upon written request therefore by MERCK