definiens: as defined under Section 101(52 ) of theBankruptcy Code . Ayala and [COMPANY] agree that [COMPANY], as licensee of such rights under this Agreement, will retain and may fully exerciseall of its rights and elections under the Bankruptcy Code . Ayala and [COMPANY] further agree that, in the event of the commencement of abankruptcy proceeding by or against Ayala under the Bankruptcy Code, [COMPANY] will be entitled, to the extent practicable, to a completeduplicate of all embodiments of such intellectual property, and such items, if not already in its possession, will be promptly delivered toNovartis upon ( i ) any such commencement of a bankruptcy proceeding unless Ayala elects to continue to perform all of its obligations underthis Agreement or ( ii ) if not delivered under ( i ) above, immediately upon the rejection of this Agreement by or on behalf of Ayala