definiens: ), licenses of rights to as defined under Section 101 ( 35A)of the Bankruptcy Code . The parties hereto agree that so long as Licensee, as alicensee of such rights under this Agreement, makes all payments to Licensorrequired under this Agreement, Licensee shall retain and may fully exercise allof its rights and elections under the Bankruptcy Code . The parties further agreethat, in the event that any proceeding shall be instituted by or againstLicensor seeking to adjudicate it as bankrupt or insolvent, or seekingliquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of anorder for relief or the appointment of a receiver, trustee or other similarofficial for it or any substantial part of its property or it shall take anaction to authorize any of the foregoing actions, Licensee, as a licensee ofsuch rights under this Agreement, shall retain and may fully exercise all of itsrights and elections under the Bankruptcy Code . The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or againstLicensor under the Bankruptcy Code, Licensee shall be entitled to a completeduplicate of ( or complete access to, as appropriate ) any such intellectualproperty and all embodiment of such intellectual property, and the same, if notalready in its possession, shall be promptly delivered to Licensee ( i ) upon anysuch commencement of a bankruptcy proceeding upon written request therefor byLicensee, unless Licensor elects to continue to perform all of its obligationsunder this Agreement, or ( ii ) if not delivered under ( i ) above, upon therejection of this Agreement by or on behalf of Licensor, upon written requesttherefor by Licensee . In addition the parties agree that in such event theintellectual property delivered to Licensee shall include all Technologynecessary or useful to give Licensee the capability of manufacturing the Productand such Technology shall be delivered to Licensee in such a way as tocommunicate it to Licensee promptly, effectively and economically 24 < PAGE > 30