definiens: shall mean the occurrence of any of the events listed below, regardless of whether the occurrence is voluntary or involuntary ; provided, however, that none of the following occurrences shall ' constitute a to the extent such occurrence is a direct result of ( i ) a breach by [COMPANY] of representation, warranty or covenant hereunder ; ( ii ) any failure by [COMPANY] to comply with Legal Requirements to the extent they pertain to the Products or the Regulatory Acts ; ( iii ) a [COMPANY] Material Default ; ( iv ) Draxis ' compliance with an order of a Govemmental Body directed to Draxis specifically regarding its compliance " iith cGMPs, the Regulatory Acts, or Legal Requirements ; or ( v ) a Force Majeure Event : ( a ) An assignment or attempted assignment of this Agreement or the rights or obligations arising hereunder by Oraxis, in violalion orthis Agreement ; ( b ) Insolvency or general failure of Draxis to pay its debts as they become due ; entrance of Draxis into receivership or any alTangement with creditors generally ; filing of a voluntary or involuntary petition or other action or proceeding for bankrupt cy or reorganization or dissolution or winding - up of Draxis ; a general assignment for the benefit of Dr axis ' · creditors ; or a foreclosure or sale of a material part of Dr axis ' assets by or for the benefit of any creditor or governmen tal agency ; ( c ) A material breach or failure by Draxis with respect to any material obligation or covenant under this Agreemen t, including Draxis ' failure to comply with the Specifications cGMPs, Regulatory Acts, Legal Requirements or the terms of any Purchase Order, that is not remedied by Draxis within thirty ( 30 ) days after receiving notice thereof or, if such breach or failure is susceptible of cure but can not be reasonably cured within thirty ( 30 ) days, unless Draxis in good faith promptly commences pursuing such cure and diligently and continually does so but is delayed in complelion by factors beyond its control after the use of commercially reasonable efforts, ( but in no event to exceed ninety ( 90 ) days from the date ofGSK 's notice ) ; RTP 48490v4 49 • • • Execution Copy ( d ) A breach by Draxis of Draxis ' obligations under Articlc XVI ( covenant not to compete ) that is not remedied by Draxis within thirty ( 30 ) days after receiving notice ili = o~