definiens: means any of the following conditions or events occur : ( a ) Failure to Pay . CVT ’s failure to pay any amount it owes to TPG -Axon under this Agreement and any other Transaction Document when due and [ * * * * ] have elapsed followi ng receipt by CVT of written notice from TPG -Axon of such non -payment without cure thereof ; ( b ) Breach of a Representation, Warranty, or Covenant . Any representation or warranty made by CVT under this Agreement and any other Transaction Document proves to have been untrue or incorrect in any respect when made ( without giving effect to materiality qualifiers ), except to the extent such untruth or inaccuracy, considered collectively with all other such untruths or inaccuracies, would not reasonably be expect ed to result in a Material Adverse Effect ; or CVT Breaches in any material respect any agreement, covenant or obligation that is unqualified as to its performance or satisfaction by materiality or Material Adverse Effect qualifiers, or CVT otherwise Breach es any agreement, covenant or obligation that is qualified as to its performance or satisfaction by materiality or Material Adverse Effect qualifiers, in each case ( i ) in this Agreement ( other than with respect to the matters for which CVT makes direct ind emnity payments to TPG -Axon pursuant to Section 3.5(b ), 3.5(c ) or Section 3.5(d)(iii ) ) or the Intellectual Property Security Agreement and does not cure such Breach within [ * * * * ] after written notice of such Breach from TPG -Axon, or ( ii ) in the Deposit Agr eement and does not cure such Breach within [ * * * * ] after written notice of such Breach from TPG -Axon ; ( c ) CVT Initiated Bankruptcy . CVT ( i ) commences a voluntary case under the federal bankruptcy laws ( as now or hereafter in effect ), ( ii ) files a petition seeking to take advantage of any other laws relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, ( iii ) consents to or fails to contest within [ * * * * ] and in appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, ( iv ) applies for or consents to, or fails to contest within [ * * * * ] and in appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, ( v ) admits in writing its inability to pay its debts as they become due, ( vi ) makes a general assignment for the benefit of creditors, or ( vii ) takes any corporate action for the purpose of authorizing a ny of the foregoing ; ( d ) Bankruptcy Proceeding Against CVT . A case or other proceeding shall be commenced against CVT in any court of competent jurisdiction seeking ( i ) relief under the federal bankruptcy laws ( as now or hereafter in effect ) or under any other laws [ * * * * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b -2 of the Securities Exchange Act of 1934, as amended . Confident ial treatment has been requested with respect to the omitted portions