definiens: means any of the following : 5.4.1 An event of default by COMPANY under the STOCK PURCHASE AGREEMENT or theSPONSORED RESEARCH AGREEMENT ( if any ) ; 5.4.2 If COMPANY : 5.4.2.1 becomes insolvent, bankrupt or generally fails to pay its material debts as such debtsbecome due ; 5.4.2.2 is adjudicated insolvent or bankrupt ; admits in writing its inability to pay its debts ; orshall suffer a custodian, receiver or trustee for it or substantially all of its property to be appointedand, if appointed without its consent, is not discharged within thirty ( 30 ) days of such appointment;or 12 5.4.2.3 makes an assignment for the benefit of creditors ; or suffers proceedings under any lawrelated to bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release ofdebtors to be instituted against it and, if contested by it, not dismissed or stayed within thirty ( 30)days ; 5.4.3 If proceedings under any United States law related to bankruptcy, insolvency, liquidation, or thereorganization, readjustment or the release of debtors are instituted or commenced by COMPANY ; 5.4.4 If any order for relief is entered relating to any of the proceedings described in Sections 5.4.2 or5.4.3 ; 5.4.5 If COMPANY shall call a meeting of its creditors with a view to arranging a composition oradjustment of its debts ; or 5.4.6 If COMPANY shall, by any act or failure to act, indicate its consent to, approval of or acquiescencein any of the proceedings described in Sections 5.4.2, 5.4.3, 5.4.4, or 5.4.5