definiens: with respect to the CVRs, means each one of the following events which shall have occurred and becontinuing ( whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of LegalRequirements, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Body orotherwise ): ( i ) default in the payment by Parent pursuant to the terms of this Agreement of all or any part of a Milestone Amount after a periodof ten ( 10 ) Business Days after the Milestone Amount shall become due and payable and ( ii ) material default in the performance, or breach inany material respect, of any other covenant or warranty of Parent hereunder, and continuance of such default or breach for a period of sixty(60 ) days after a written notice specifying such default or breach and requiring it to be remedied is given, which written notice states that it is a hereunder and is sent by registered or certified mail to Parent and the Rights Agent by the Acting Holders