definiens: means, in relation to a Person : ( A ) it is, or is deemed for the purpose of any Applicable Law, to be insolvent or unable to pay its debts as they fall due ; ( B ) it admits an inability to pay debts as they fall due ; ( C ) it suspends making payments on any of its debts or announces a n intention to do so ; ( D ) by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling of any of its indebtedness outside the ordinary course of business ; ( E ) it is in breach of any covenant or other term of a loan or financial facility and a counterparty accelerates, or calls for repayment of, any outstanding indebtedness as a result of such breach ; ( F ) the fair value of its assets is less than its liabil ities ( taking into account contingent and prospective liabilities and disregarding inter -company loans between Affiliates ) ; or CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD . HAS DETERMINED THE INFORMATION ( I ) IS NOT MATERIAL AND ( II ) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD . IF PUBLICLY DISCLOSED