definiens: means any of the following : ( a ) a material default by VGX underany Sponsored Research Agreement between VGX and Penn related to the Patent Rights ( whether entered prior to, contemporaneous with, or subsequent to the Effective Date ) that is not cured during any specified cure periods ; ( b ) if VGX orits Affiliate or sublicensee ( i ) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ( ii ) isadjudicated insolvent or bankrupt, ( iii ) admits in writing its inability to pay its debts, ( iv ) suffers the appointment of acustodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within thirty ( 30 ) days,(v ) makes an assignment for the benefit of creditors, or ( vi ) suffers proceedings being instituted against it under any lawrelated to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within thirty ( 30 ) days ; ( c ) the institution or commencement by VGX or its Affiliate or sublicensee ofany proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release ofdebtors ; ( d ) the entering of any order for relief relating to any of the proceedings described in Section 7.4(b ) or ( c ) above;(e ) the calling by VGX or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition oradjustment of its debts ; ( f ) the act or failure to act by VGX or its Affiliate or sublicensee indicating its consent to, approval ofor acquiescence in any of the proceedings described in Section7.4 ( b ) – ( e ) above ; ( g ) failure by 7 VGX to pay patent counsel pursuant to the terms of a Client and Billing Agreement, if any ; or ( h ) the commencement by VGXof any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable thePatent Rights, or any claim thereof