definiens: shall mean and include each ofthe following : ( a ) ( b ) ( c ) ( d ) ( e ) Columbia shall fail to pay any ro ~ PharmaBio when the same become due and payable to PharmaBio and ~ usiness days have elapsed following receipt of written notice of such non - payment from PharmaBio to Columbia ; Any material representation or warranty made by Columbia under this Agreement shall prove to have been untrue or incorrect in any material respect when made ; Columbia shall fail to perform or comply with any material agreement or covenant made by Columbia under this Agreement in any material respect ; Columbia shall sell, assign, license, lease or otherwise transfer all or substantially all of its assets or properties owned ( or otherwise held by it ) relating to one or more of the Products, in one or a series of related transactions, without the prior written consent ofPharmaBio ; An Adverse Marketing Event shall occur ; 4 CF1 - 00231419 ( f ) Columbia shall ( i ) commence a voluntary case under the federal bankruptcy laws ( as now or hereafter in effect ), ( li ) file a petition seeking to take advantage of any other laws relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, ( iii ) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, ( iv ) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, ( v ) admit in writing its inability to pay its debts as they become due, ( vi ) make a general assignment for the benefit of creditors, or ( vii ) take any corporate action for the purpose of authorizing any of the foregoing ; ( g ) A case or other proceeding shall be commenced against Columbia in any court of competent jurisdiction seeking ( i ) relief under the federal bankruptcy laws ( as now or hereafter in effect ) or under any other laws relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or ( ii ) the appointment of a trustee, receiver, custodian, liquidator or the like for Columbia or any of its subsidiaries or for all or any substantial part of their respective assets, and such case or proceeding shall continue without dismissal or stay for a period of sixty ( 60 ) consecutive days, or an order granting the relief requested in such case or proceeding ( including, but not limited to, an order for relief under such federal bankruptcy laws ) shall be entered ; or ( h ) Any indebtedness of Columbia or any of its subsidiaries in excess shall be declared to be due and payable, or required to be prepaid,)JI!iiI~~~ stated maturity thereof, and Columbia shall fail to pay the same withi days of such declaration