definiens: shall mean the occurrence of any of the events listedbelow, regardless of whether the occurrence is voluntary or involuntary ; provided, however, that none of the followingoccurrences shall constitute a to the extent such occurrence is a direct result of a breachby the Purchaser of a representation, warranty or covenant hereunder, any failure by the Purchaser to comply withApplicable Laws to the extent they pertain to the Products or the Regulatory Acts, a Purchaser Material Default, theSupplier ’s compliance with an order of a Regulator directed to the Supplier specifically regarding its compliance withcGMPs, the Regulatory Acts, or Applicable Laws, or a Force Majeure Event : ( a ) an assignment or attempted assignment of this Agreement or the rights or obligations arising hereunderby the Supplier, in violation of this Agreement ; ( b ) insolvency or general failure of the Supplier to pay its debts as they become due ; entrance of theSupplier into receivership or any arrangement with creditors generally ; filing of a voluntary or involuntary petitionor other action or proceeding for bankruptcy or reorganization or dissolution or winding - up of the Supplier ; ageneral assignment for the benefit of the Supplier ’s creditors ; or a foreclosure or sale of a material part of theSupplier ’s assets by or for the benefit of any creditor or governmental agency ; or ( c ) a material breach or failure by the Supplier with respect to any material obligation or covenant under thisAgreement, including a failure to Deliver API pursuant to a Firm Order or a failure to maintain the EighteenMonth Supply at the amount required under Section 3.3, that is not remedied by the Supplier within thirty ( 30)days after receiving notice thereof or, if such breach or failure is susceptible of cure but can not be reasonablycured within thirty ( 30 ) days, unless the Supplier in good faith promptly commences pursuing such cure anddiligently and continually does so but is delayed in completion by factors beyond its control after the use ofCommercially Reasonable Efforts ( but in no event to exceed ninety ( 90 ) days from the date of the Purchaser’snotice )