definiens: will mean the occurrence of any of the events listed below, regardless of whether theoccurrence is voluntary or involuntary, but none of the following occurrences will constitute a [COMPANY] Material Defaultto the extent the occurrence is a direct result of ( i ) a breach by [COMPANY] of a representation, warranty or covenanthereunder ; ( ii ) any failure by [COMPANY] to comply with Laws to the extent they pertain to the Products ; ( iii ) a XenoPortMaterial Default ; ( iv ) [COMPANY] ’s compliance with an order of a Governmental Authority directed to [COMPANY] specificallyregarding its compliance with cGMPs or Laws ; or ( v ) a Force Majeure Event : ( a)An assignment or attempted assignment of this Agreement, any Product Addendum, or the rights orobligations arising hereunder by [COMPANY], in violation of Section 19.6 ; ( b)Insolvency or general failure of [COMPANY] to pay its debts as they become due ; entrance of [COMPANY] intoreceivership or any arrangement with creditors generally ; filing of a voluntary or involuntary petition or otheraction or proceeding for bankruptcy or reorganization or dissolution or winding - up of [COMPANY] ; a generalassignment for the benefit of [COMPANY] ’s creditors ; or a foreclosure or sale of a material part of Patheon’sassets by or for the benefit of any creditor or governmental agency ; ( c)A material breach or failure by [COMPANY] with respect to any material obligation or covenant under thisAgreement or any Product Addendum, including [COMPANY] ’s failure to comply with the Specifications, theQuality Agreement, cGMPs, Laws or the terms of any Purchase Order, that is not remedied by Patheonwithin [ * ] after receiving notice thereof ; ( d)A breach by [COMPANY] of [COMPANY] ’s obligations under Section 13.3(h ) ( covenant not to compete ) that is notremedied by [COMPANY] within [ * ] after receiving notice thereof ; ( e)Patheon ’s failure to obtain and maintain all required Consents throughout the Term