definiens: means, with respect to a particular date, that on such date, ( a ) the sum of the assets, at a fairvaluation, of LICENSEE and DAVA ( on a consolidated basis ) and of each of them ( on a stand - alonebasis ) will exceed their respective debts ; ( b ) each of LICENSEE and DAVA ( on a consolidated basis)and each of them ( on a stand - alone basis ) has not incurred and does not intend to incur, and doesnot believe that it will incur, debts beyond its ability to pay such debts as such debts mature ; and ( c)each of LICENSEE and DAVA ( on a consolidated basis ) and each them ( on a stand - alone basis ) hassufficient capital with which to conduct its business . For purposes of this Section 10.3.4 . only, means any liability on a claim, and means any ( i ) right to payment whether or not such a rightis reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or ( ii ) any right to an equitable remedy for breachof performance if such breach gives rise to a payment, whether or not such right to an equitableremedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured