definiens: means any of the following : ( a ) a material default by Company underthe Equity Documents, other than a material breach of a representation or warranty ; ( b ) if Company or anysublicensee ( i ) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ( ii ) isadjudicated insolvent or bankrupt, - 14 -EXECUTION COPY ( iii ) admits in writing its inability to pay its debts, ( iv ) suffers the appointment of a custodian, receiver or trustee for itor its property and, if appointed without its consent, not discharged within [ * * ] days, ( v ) makes an assignment for thebenefit of creditors, or ( vi ) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissedor stayed within [ * * ] days ; ( c ) the institution or commencement by Company or its sublicensee of any proceedingunder any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors;(d ) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b ) or ( c ) above;(e ) the calling by Company or its sublicensee of a meeting of its creditors with a view to arranging a composition oradjustment of its debts ; ( f ) the act or failure to act by Company or its sublicensee indicating its consent to, approvalof or acquiescence in any of the proceedings described in Section 6.4(b ) – ( e ) above ; ( g ) failure by Company to paypatent counsel pursuant to the terms of a Client and Billing Agreement or Patent Management Agreement, if any, afteran opportunity of at least [ * * ] days to cure such failure after written notice thereof, provided that such failure shall notconstitute a Trigger Event during the pendency of any good faith dispute regarding such payment obligation and for [ * * ] days after the resolution of any such good faith dispute if Company pays any amount determined to be payablewithin [ * * ] days after the resolution of such dispute ; or ( h ) the commencement by Company of any action againstPenn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, orany claim thereof ; provided that the foregoing clauses ( a ), ( b ), ( c ), ( d ), ( e ), and ( f ) shall not apply with respect toCompany or its Affiliates if Company has sublicensed all or substantially all of its rights hereunder to one or moreLarge Pharmaceutical Company(-ies ) and such Large Pharmaceutical Company(-ies ) remain in material compliancewith the terms and conditions of its or their sublicense(s ) relating to this Agreement and the foregoing clauses ( a ), ( b),(c ), ( d ), ( e ), and ( f ) shall not apply with respect to a sublicensee or acquirer of Company that is a LargePharmaceutical Company that seeks protection under applicable bankruptcy laws for the purpose of reorganizing andcontinuing to operate if such sublicensee or acquirer of Company remains in material compliance with the terms andconditions of its sublicense relating to this Agreement