definiens: means SPONSOR or one of more of its executive officers ha s been ( 1 ) charged, indicted, or convicted of a fel ony involving moral turpitude, deceit, or dishonesty, ( 2 ) committed embezzlement or fraud, ( 3 ) shown to ha ve made an unlawful payment, kickback or bribe to any gover nmental official, or ( 4 ) debarred by the FDA ( or su bject to a similar sanction of a foreign equivalent ), or convi cted of a crime for which an individual or entity c ould be debarred under 21 U.S.C. § 335a ( or its foreign equ ivalent ), except, in the case of any charge, allega tion or indictment referred to in clauses ( 1)-(4 ) above, to the extent SPONSOR or such executive officer(s ) ar e in good faith challenging such charge, allegation or indict ment ; provided, that any conviction therefor shall constitute a ( c ) If SPONSOR ( i ) breaches its obligation to make an u ndisputed payment and fails to remedy such breach within thirty ( 30 ) days after receipt o f notice in writing of such breach, ( ii ) materially breaches any other of its obligations under this AGREEMENT and f ails to remedy such breach within thirty ( 30 ) days after receipt of notice in writing of such breach, or ( ii i ) materially breaches its diligence obligations in Article 4 of the LICENSE AGREEMENT and fails to remedy such breach w ithin sixty ( 60 ) days after receipt of notice in writing of such breach, in the case of ( i ), ( ii ) or ( iii ), the UNIVERSITY may, in addition to any othe r remedies that the UNIVERSITY may have in law or in equity, t erminate this AGREEMENT by sending written notice o f termination to SPONSOR ( provided, that this AGREEME NT shall only be terminable under clause ( iii ) abov e if the LICENSE AGREEMENT is terminated or terminable i n its entirety ( and not solely with respect to cert ain LICENSED PRODUCT(s ) ( as defined in the LICENSE AGRE EMENT ) )