definiens: means, in relation to the Party in question, any of the following : ( i ) that Party proposes ormakes any arrangement or composition with or any assignment for the benefit of its creditors generally ; ( ii ) a petitionis filed that is not dismissed within sixty ( 60 ) days or a court order is made or a resolution is passed for thebankruptcy, liquidation or winding up of that Party ( save for the purposes of a solvent reconstruction the terms ofwhich have been approved in writing by the other Party ) or for the appointment of a provisional liquidator or a judicialfactor or similar officer in relation to that Party ; ( iii ) an encumbrancer takes possession of or a trustee, receiver, liquidator, provisional liquidator, administrator, manager ad interim, administrative receiver, judicial factor or similarofficer is appointed in respect of all or a material part of that Party ’s intellectual property rights which are the subjectof this Agreement and such appointment prejudices the other Party ’s rights under this Agreement ; ( iv ) that Party isunable to pay its debts as they become due in the ordinary course of business ; ( v ) that Party gives written notice toits creditors that it has ceased to pay its debts in the ordinary course of business ; or ( vi ) that Party does, or4 EXECUTION COPYsuffers to be done in relation to it, any analogous action or proceeding in any jurisdiction anywhere in the world(including without limitation any actions or proceedings relating to bankruptcy Law of any nature in the United Statesof America )