definiens: as defined in Section 101 of such Code . The Parties agree that Cempra and its Affiliates may fully exercise all of its and their rights and elections under the U.S. Bankruptcy Code and any foreign equivalent thereto in any country having jurisdiction over a Party, any Affiliate thereof, or any of its or their assets . The Parties further agree that, in the event Cempra or any Affiliate(s ) thereof elect to retain its rights as a licensee under such Code, Cempra and/or such Affiliate(s ), as applicable, shall be entitled to complete access to any technology or intellectual property licensed to them hereunder and all embodiments of such technology and intellectual property . Such embodiments of the technology and intellectual property shall be delivered to Cempra and its Affiliates not later than : 18406.115 - 901937 v1 17 Execution a. the commencement of bankruptcy proceedings against MP, upon written request, unless MP elects to perform its obligations under this Agreement, or b. if not delivered above under this Section 2.5, upon the rejection of this Agreement by or on behalf ofMP, upon Cempra 's written request