definiens: means to consolidate or merge the Ongoing Entity with or into anyPerson, or sell all or substantially all of the assets of the Ongoing Entity ( other than to a Qualifying Person ), or toinstitute proceedings to have the Ongoing Entity be adjudicated bankrupt or insolvent, or consent to the institution ofbankruptcy or insolvency proceedings against the Ongoing Entity or file a petition seeking, or consent to, reorganization or relief with respect to the Ongoing Entity under any applicable federal or state law relating tobankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator ( or other similarofficial ) of the Ongoing Entity or a substantial part of its property, or make any assignment for the benefit of creditorsof the Ongoing Entity, or admit in writing the Ongoing Entity ’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate theOngoing Entity . For the purposes hereof, a means any Person that has expressly affirmed all ofEOS and its sublicensees ’ right under the License Agreement and that has instituted, with respect to the EOSLicensed Patents the procedures specified herein prior to any merger with or transfer to such person and anypharmaceutical company with gross revenue in excess of $ 500,000,000