definiens: means a ny of the following : ( a ) a material default by Company under the Stockholders Agreement, other tha n a material breach of a representation or warranty, that is not cured during any specified cure periods ; ( b ) if Company or its Affiliate or sublicensee ( i ) become s insolvent, bankrupt or generally fails to pay its debts as suc h debts become due, ( ii ) is adjudicated insolvent o r bankrupt, ( iii ) admits in writing its inability to pay its de bts, ( iv ) suffers the appointment of a custodian, r eceiver or trustee for it or its property and, if appointed without it s consent, not discharged within [ * * ] days, ( v ) mak es an 11 Execution Copy 03/28/2008 assignment for the benefit of creditors, or ( vi ) su ffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or t he reorganization, readjustment or release of debto rs and, if contested by it, not dismissed or stayed within [ * * ] days ; ( c ) the institution or commencement by Comp any or its Affiliate or sublicensee of any proceeding under an y law related to bankruptcy, insolvency, liquidatio n or the reorganization, readjustment or release of debtors ; ( d ) the entering of any order for relief relating to any of the proceedings described in Section 6.4 ( b ) or ( c ) abo ve ; ( e ) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arrang ing a composition or adjustment of its debts ; ( f ) t he act or failure to act by Company or its Affiliate or subli censee indicating its consent to, approval of or ac quiescence in any of the proceedings described in Section 6.4(b ) – ( e ) above ; ( g ) failure by Company to pay patent c ounsel pursuant to the terms of a Client and Billing Agree ment or Patent Management Agreement, if any, after an opportunity of at least [ * * ] days to cure such fail ure after written notice thereof, or ( h ) the commen cement by Company of any action against Penn, including an ac tion for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim th ereof ; provided that the foregoing clauses ( a ), ( b ), ( c ), ( d ), ( e ), and ( f ) shall not apply with respect to Compan y or its Affiliates if Company has sublicensed all or substantially all of its rights hereunder to one or more Large Pharmaceutical Company(-ies ) and such L arge Pharmaceutical Company(-ies ) remain in material com pliance with the terms and conditions of its or the ir sublicense(s ) relating to this Agreement and the fo regoing clauses ( a ), ( b ), ( c ), ( d ), ( e ), and ( f ) s hall not apply with respect to a sublicensee or acquirer of Compan y that is a Large Pharmaceutical Company that seeks protection under applicable bankruptcy laws for the purpose of reorganizing and continuing to operate if such sublicensee or acquirer of Company remains in mater ial compliance with the terms and conditions of its sublicense relating to this Agreement