definiens: means any of the following : ( a ) if Company or its Affiliate or sublicensee(i ) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ( ii ) is adjudicated insolventor bankrupt, ( iii ) admits in writing its inability to pay its debts, ( iv ) suffers the appointment of a custodian, receiver ortrustee for it or its property and, if appointed without its consent, not discharged within thirty ( 30 ) days, ( v ) makes anassignment for the benefit of creditors, or ( vi ) suffers proceedings being instituted against it under any law related tobankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, notdismissed or stayed within ten ( 10 ) days ; ( b ) the institution or commencement by Company or its Affiliate or sublicenseeof any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment orrelease of debtors ; ( c ) the entering of any order for relief relating to any of the proceedings described in Section 6.4(a ) or(b ) above ; ( d ) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging acomposition or adjustment of its debts ; ( e ) the act or failure to act by Company or its Affiliate or sublicensee indicating itsconsent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b ) — ( d ) above ; or ( f ) thecommencement by Company of any action against Penn, including an action for declaratory judgment, to declare orrender invalid or unenforceable the Patent Rights, or any claim thereof . CONFIDENTIAL TREATMENT REQUESTED 6.5 Effect of Termination . Upon the valid early termination of this Agreement pursuant to Section 6.2 or 6.3 : ( a ) theLicenses shall terminate ; ( b ) Company and all its Affiliates and sublicensees will cease all making, having made, using, importing, offering for sale and selling all Licensed Products and practicing the Licensed Processes ; ( c ) Company willpay to Penn all amounts, including accrued interest, owed to Penn under this Agreement and any Sponsored ResearchAgreement related to the Patent Rights, through the date of termination, including royalties on Licensed Productsinvoiced or shipped through the date of termination when such payments are received, whether or not payment isreceived prior to termination ; ( d ) each Party will, at the other Party ’s request, return to such Party all confidentialinformation of such Party ; and ( e ) except as provided in Section 6.6, all rights and duties of Penn and the Companyunder this Agreement immediately terminate without further action required by either Penn or Company