definiens: means : ( a ) voluntary or involuntary proceedings by or against Licensor areinstituted in bankruptcy under any insolvency Law, which proceedings, if involuntary, shall not have beendismissed within ninety ( 90 ) days ( or sixty ( 60 ) days if during the Option Period ) after the date of filing ; ( b ) areceiver or custodian is appointed for Licensor ; ( c ) proceedings are instituted by or against Licensor for corporatereorganization, dissolution, liquidation or winding - up of Licensor, which proceedings, if involuntary, shall not havebeen dismissed within ninety ( 90 ) days ( or sixty ( 60 ) days if during the Option Period ) after the date of filing ; ( d)substantially all of the assets of Licensor are seized or attached and not released within sixty ( 60 ) daysthereafter ; or ( e ) the deterioration of Licensor ’s financial position during the Term such that Merck ’s rights underthis Agreement are reasonably likely to be adversely affected ( as such deterioration is determined in Merck’sgood faith discretion, following prior notice to Licensor and an opportunity of five ( 5 ) days for Licensor to providea written objection to such determination setting forth in reasonable detail Licensor ’s good faith basis for suchobjection )