definiens: means any of the following : 5.4.1 An event of default by COMPANY under the STOCK PURCHASE AGREEMENT or the SPONSORED RESEARCH AGREEMENT ( if any ) ; 5.4.2 If COMPANY : 5.4.2.1 becomes insolvent, bankrupt or generally fails to pay its material debts as such debts become due ; 5.4.2.2 is adjudicated insolvent or bankrupt ; admits in wntmg its inability to pay its debts ; or shall sutTer a custodian, receiver or trustee for it or substantially all of its property to be appointed and, if appointed without its consent, is not discharged within thirty ( 30 ) days of such appointment ; or 12 5.4.2.3 makes an assignment for the benefit of creditors ; or suffers proceedings under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release of debtors to be instituted against it and, if contested by it, not dismissed or stayed within thirty ( 30 ) days ; 5.4.3 If proceedings under any United States law related to bankruptcy, insolvency, liquidation, or the reorganization . readjustment or the release of debtors are instituted or commenced by COMPANY ; 5.4.4 If any order for relief is entered relating to any of the proceedings described in Sections 5.4.2 or 5.4.3 ; 5.4.5 If COMPANY shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts ; or 5.4.6 If COMPANY shall, by any act or failure to act, indicate its consent to, approval of or acquiescence in any of the proceedings described in Sections 5.4.2, 5.4.3,5.4.4, or 5.4.5