definiens: means any of the following : ( a ) a material default by VOX under any Sponsored Research Agreement between VOX and Penn related to the Patent Rights ( whether entered prior to, contemporaneous with, or subsequent to the Effective Date ) that is not cured during any specified cure periods ; ( b ) ifVGX or its Affiliate or sublicensee ( i ) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ( ii ) is adjudicated insolvent or bankrupt, ( iii ) admits in writing its inability to pay its debts, ( iv ) suffers the appointm ent of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within thirty ( 30 ) days, ( v ) makes an assignmen t for the benefit 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 dismissed or stayed within thirty ( 30 ) days ; ( c ) the institution or commenceme nt by VOX or its Affiliate or sublicensee of any proceeding under 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 7.4(b ) or ( c ) above ; ( e ) the calling by VOX or its Affiliate or sublicensee ofa meeting of 7 its creditors with a view to arranging a composition or adjustment of its debts ; ( f ) the act or failure to act by VGX or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section7.4 ( b}-(e ) above ; ( g ) failure by VGX to pay patent counsel pursuant to the terms ofa Client and Billing Agreement, ifany ; or ( h ) the commencement by VGX of any action against Penn, including an action for declaratory judgment . to declare or render invalid or unenforceable the Patent Rights, or any claim thereof