definiens: as defined underSection 101(35A ) of the Code . The Parties agree that MERCK, as a licensee of such rights under this Agreement, shallretain and may fully exercise all of its rights and elections under the Code, and that upon commencement of abankruptcy proceeding by or against EXELIXIS under the Code, MERCK shall be entitled to a complete duplicate of orcomplete access to ( as MERCK deems appropriate ), any such intellectual property and all embodiments of suchintellectual property . Such intellectual property and all embodiments thereof shall be promptly delivered to MERCK:(i ) upon any such commencement of a bankruptcy proceeding upon written request therefore by MERCK, unlessEXELIXIS elects to continue to perform all of its obligations under this Agreement ; or ( ii ) if not delivered under(i ) above, upon the rejection of this Agreement by or on behalf of EXELIXIS upon written request therefore by MERCK