definiens: with respect to the CVRs, means each one of the following events whichshall have occurred and be continuing ( whatever the reason for such Event of Default and whether it shall bevoluntary or involuntary or be effected by operation of Legal Requirements, pursuant to any judgment, decree ororder of any court or any order, rule or regulation of any Governmental Body or otherwise ): ( i ) default in thepayment by Parent pursuant to the terms of this Agreement of all or any part of a Milestone Amount after a periodof ten ( 10 ) Business Days after the Milestone Amount shall become due and payable and ( ii ) material default in theperformance, or breach in any material respect, of any other covenant or warranty of Parent hereunder, andcontinuance of such default or breach for a period of sixty ( 60 ) days after a written notice specifying such defaultor breach and requiring it to be remedied is given, which written notice states that it is a hereunder and is sent by registered or certified mail to Parent and the Rights Agent by the Acting Holders