definiens: means, with respect to any Person on a particular date, that on such date ( i ) the fair value of theproperty of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person,(ii ) the present fair saleable value of the assets of such Person is not less than the amount that will be required to paythe probable liability of such Person on its debts as they become absolute and matured, ( iii ) such Person does notintend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts andliabilities as they mature, ( iv ) such Person is not engaged in a business or a transaction, and is not about to engage ina business or a transaction, for which the assets of such Person would constitute an unreasonably small capital;(v ) such Person has the ability to pay their debts and obligations as they come due in the ordinary course ofbusiness ; ( vi ) such Person has sufficient capital to operate the Business in the ordinary course of business ( including, without limitation, manufacturing and developing the Products and performing its obligations under the SupplyAgreements ) ; and ( vii ) such Person has not made any transfer or incurred any obligations, with actual intent to hinder, delay or defraud either present or future creditors . The amount of contingent liabilities at any time shall be computedas the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected tobecome an actual or matured liability