definiens: means : ( a)a Party ceases to function as a going concern by suspending or discontinuing its business either as a whole or with respect to the portion of Cerulean ’s business to which this Agreement relates ; 6 Confidential EXECUTION COPY ( b ) a Party becomes insolvent ( i.e., is generally unable to pay its debts as they become due ) ; ( c ) a Party is the subject of voluntary or involuntary bankruptcy proceedings instituted on behalf of or against that Party ( except for involuntary bankruptcy proceedings that are dismissed withi n 90 days ) ; ( d ) an administrative receiver, receiver and manager, interim receiver, custodian, sequestrator, or similar officer is appointed for a Party ; ( e ) a Party proposes or makes any general assignment, composition, or arrangement with or for the be nefit of all or the substantial majority of its creditors ; or ( f)a Party makes or suspends or threatens to suspend making payments to all or the substantial majority of its creditors