definiens: as defined u nder Section 101(35A ) of the U.S. Bankruptcy Code . The P arties agree that USL, as licensee of such rights u nder this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankrupt cy Code, subject to performance by USL of its preexisting ob ligations under the Agreement . The Parties further agree that, in the event of the * * * of a bankruptcy proceeding by or against Unigene under the U.S. Bankruptcy Cod e, USL shall be entitled - 34 - to a complete duplicate of ( or complete access to, as appropriate ) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be prompt ly delivered to USL ( a ) upon any such * * * of a bankruptcy procee ding upon written request therefor by USL, unless U nigene elects to continue to perform all of its obligation s under this Agreement, or ( b ) if not delivered und er ( a ) above, upon the rejection of this Agreement by or on behal f of Unigene upon written request therefor by USL