definiens: means any transaction that : ( a)is made in compliance with Law, including securities, tax and corporation laws ; ( b)includes the assignee ’s written acknowledgement ( to the assigning Party ) of and agreement to assume all of the assigning Party ’s obligations under the Agreement ; ( c)is made to an assignee that is, and will be after giving effect to the relevant assignment, Solvent ; ( d)is made to an assignee that is not subject at the time of such assignment to any order, decree or petition providing for ( i ) the winding -up or liquidation of such person, ( ii ) the appointment of a receiver over the whole or part of the assets of such perso n or ( iii ) the bankruptcy or administration of such person ; ( e)is not a voidable fraudulent conveyance ; ( f)is made to an assignee that is at the time of such assignment not debarred under 21 U.S.C. § 30 or under investigation or threatened to be debarred under 21 U.S.C. § 30 ; and ( g)will not cause a material increase in taxes, costs or expenses to the non -assigning Party ( unless the assigning Party or the assignee has agreed to compensate the non -assigning Party for the same )