definiens: as defined under Article 101 of the U.S. Bankruptc y Code . The parties agree that PFIZER, as licensee of such righ ts under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankrupt cy Code . The parties further agree that, in the eve nt of the commencement of a bankruptcy proceeding by or again st IMMUCELL under the U.S. Bankruptcy Code, PFIZER shall be entitled to a complete duplicate of ( or complete access to, as appropriate ) any such i ntellectual property and all embodiments of such intellectual p roperty, and same, if not already in their possessi on, shall be promptly delivered to it ( a ) upon any such commence ment of a bankruptcy proceeding upon its written re quest therefor, unless IMMUCELL elects to continue to per form all of its obligations under this Agreement or ( b ) if not delivered under ( a ) above, upon the rejection o f this Agreement by or on behalf of IMMUCELL upon w ritten request therefor by PFIZER