Common use of Trigger Event Clause in Contracts

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation 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) above; (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (c) above; (g) dissolution of Company; or (h) the commencement by Company of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Documentthe Stockholders Agreement, to the extent applicableother than a material breach of a representation or warranty, that is not cured within during any specified cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specifiedperiods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) [**] days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) [**] days; (c) the institution or commencement by Company or its Affiliates Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation 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(b6.4 (b) or (c) above; (e) the calling by Company or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (g) dissolution failure by Company to pay patent counsel pursuant to the terms of Company; a Client and Billing Agreement or Patent Management Agreement, if any, after an opportunity of at least [**] days to cure such failure after written notice thereof, or (h) the commencement by Company of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; provided that the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to Company 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 Large Pharmaceutical Company(-ies) remain in material compliance with the terms and conditions of its or their sublicense(s) relating to this Agreement and the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to a sublicensee or acquirer of Company 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 material compliance with the terms and conditions of its sublicense relating to this Agreement.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property assets and, if appointed without its consent, such appointment is not discharged within thirty (30) days[***], (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within ten (10) days[***]; (cb) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (dc) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b6.4(a) or (cb) above; (ed) the calling by Company or its Affiliates of a meeting of its multiple creditors with a view to arranging a composition or of adjustment of its debts; (fe) the act or failure to act by Company or its Affiliates indicating that results in its consent to, approval of of, or acquiescence in any of the proceedings described in Section 6.4(b6.4(a) – - (cd) above; (g) dissolution of Company; or (hf) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn, including an action for declaratory judgment, Penn to declare or render invalid or unenforceable the Patent Rights, Rights or Exhibit D Patents or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any sponsored research agreement between Penn and Company or any of the Equity Document, to the extent applicable, Documents that is not cured within during any specified cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specifiedperiods; (b) if Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, ; (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, ; (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, ; (v) makes an assignment for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates of any proceeding proceedings under any law related to bankruptcy, insolvency, liquidation liquidation, 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) above; (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or (f) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – — (ce) above; (g) dissolution . The events specified in this section 6.4 shall also apply to actions taken by Affiliates of Company; or (h) the commencement by Company if the taking of any action against described in this section by an Affiliate of the Company causes a material adverse effect to Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof’s rights under this Agreement.

Trigger Event. The term “Trigger Event” Event means any of the following: (a) in the event that Penn receives Penn, CU and/or UFLA, as applicable, receive equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation 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) above; (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (h) the commencement by Company of any action against Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, Agreement between Company and University related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within during any specified cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specifiedperiods; (b) if Company or its Affiliate or Sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates Affiliate or Sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation 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) above; (e) the calling by Company or its Affiliates Affiliate or Sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates Affiliate or Sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (g) dissolution failure by Company to pay patent counsel pursuant to the terms of Companya Client and Billing Agreement, if any; or (h) the commencement by Company of any action against PennUniversity, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, agreement between Company and PSRF related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within any the cure period specified in the Equity Document(s), or within thirty (30) days of written noticeperiod, if no cure period is specifiedany, set forth in such agreement; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty Thirty (30) days, ; (v) makes an assignment for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten Ten (10) days; (c) the institution or commencement by Company or its Affiliates Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation 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) above; (e) the calling by Company or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (g) dissolution of Companyfailure by Company to pay patent expenses; or (h) the commencement by Company of any action against PennPSRF, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property assets and, if appointed without its consent, such appointment is not discharged within thirty (30) days[***], (v) makes an assignment of its assets for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, dissolution, liquidation or the reorganization, readjustment or release of multiple debtors and, if contested by it, not dismissed or stayed within ten (10) days[***]; (cb) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of multiple debtors; (dc) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b6.4(a) or (cb) above; (ed) the calling by Company or its Affiliates of a meeting of its multiple creditors with a view to arranging a composition or of adjustment of its debts; (fe) the act or failure to act by Company or its Affiliates indicating that results in its consent to, approval of of, or acquiescence in any of the proceedings described in Section 6.4(b) – (c6.4(a)—(d) above; (g) dissolution of Company; or (hf) the commencement by Company or an Affiliate or Third Party sublicensee of Company of any action against Penn, including an action for declaratory judgment, Penn to declare or render invalid or unenforceable the Patent Rights, Rights or any claim thereof, including but not limited to an action for declaratory judgment (a “Patent Challenge”).

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company VGX under any Equity Document, Sponsored Research Agreement between VGX and Penn related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within during any specified cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specifiedperiods; (b) Company if VGX or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten thirty (1030) days; (c) the institution or commencement by Company VGX or its Affiliates Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation 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(b7.4(b) or (c) above; (e) the calling by Company VGX or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company VGX or its Affiliates Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) Section7.4 (b)– (ce) above; (g) dissolution failure by VGX to pay patent counsel pursuant to the terms of Companya Client and Billing Agreement, if any; or (h) the commencement by Company VGX of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, sponsored research agreement or option or license agreement between Company and Penn related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within any the cure period specified period, if any, set forth in such agreement or a material default under either of the Equity Document(sOption Agreement (“Option Agreement”) or the Know-How License (“Know-How License”), or within thirty (30) days of written notice, if no cure period is specifiedeach by and between Company and Penn pursuant to the Option Agreement ; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, ; (v) makes an assignment for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10ten(10) days; (c) the institution or commencement by Company or its Affiliates Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation 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) above; (e) the calling by Company or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates indicating Affiliate or sublicenseeindicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (g) dissolution of Companyfailure by Company to pay patent expenses ; or (h) the commencement by Company of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if PATENT LICENSE AGREEMENT appointed without its consent, such appointment is not discharged within thirty [CONFIDENTIAL TREATMENT REQUESTED] /*/ (30[CONFIDENTIAL TREATMENT REQUESTED] /*/) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten [CONFIDENTIAL TREATMENT REQUESTED] /*/ (10[CONFIDENTIAL TREATMENT REQUESTED] /*/) days; (cb) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (dc) the entering of any order for material relief relating to any of the proceedings described in Section 6.4(bclause (a) or (cb) above; or (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (fd) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(bclauses (a) – to (c) above; (g) dissolution of Company; or (h) the commencement by Company of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, sponsored research agreement or option agreement between Company and the Licensor Parties related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within any the cure period specified in the Equity Document(s), or within thirty (30) days of written noticeperiod, if no cure period is specifiedany, set forth in such agreement or a material default each by and between Company and the Licensor Parties; (b) if The Company is unable to carry out it’s duties under the contract due to a judicial procedure or investigation ; (c) a Change in Control to Company without the Licensor Party’s prior written consent; (d) if Company or its Affiliate or Sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty Thirty (30) days, ; (v) makes an assignment for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten Ten (10) days; (ce) the institution or commencement by Company or its Affiliates Affiliate or Sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (df) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (eg) the calling by Company or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (fh) the act or failure to act by Company or its Affiliates Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (gi) dissolution of Companyfailure by Company to pay patent expenses; or (hj) the commencement by Company of any action against Pennthe Licensor Parties, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.. For purposes of this Agreement, a “Change of Control” shall mean (i) the sale, lease, assignment or transfer, in one or a series of related transactions, of all or a material portion of the assets of Company to any third party or group of parties; (b) the acquisition by any third party or group of parties of a direct of Fifty Percent (50%) or more of (A) the economic interest in Company, or (B) the voting power of the voting stock of Company, by way of purchase, merger, consolidation or otherwise; (c) any consolidation of Company with, or merger of Company into, any other third party, or any merger of another party into Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of capital stock of Licensee or its parent company, or reclassification, conversion or exchange of outstanding shares of capital stock of such third party solely into shares of capital stock of Company or its parent company); or (d) any stockholder or other equity owner of Company or its parent company who, on the date of this Agreement, has the right, power or authority to designate, elect or appoint a majority of the members of the board of directors (or similar governing body) of Company, shall cease to have the right, power or authority, to designate, elect or appoint a majority of the members of the board of directors (or similar governing body) of Company or its parent company. ▇▇▇▇ ▇. ▇▇▇▇▇ M.D. LDN Research Group LLC TNI BioTech Inc.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, sponsored research agreement or option agreement between Company and the Licensor Parties related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) that is not cured within any the cure period specified in the Equity Document(s), or within thirty (30) days of written noticeperiod, if no cure period is specifiedany, set forth in such agreement or a material default each by and between Company and the Licensor Parties; (b) if The Company is unable to carry out it’s duties under the contract due to a judicial procedure or investigation ; (c) a Change in Control to Company without the Licensor Party’s prior written consent; (d) if Company or its Affiliate or Sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, ; (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty Thirty (30) days, ; (v) makes an assignment for the benefit of creditors, ; or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten Ten (10) days; (ce) the institution or commencement by Company or its Affiliates Affiliate or Sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (df) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (eg) the calling by Company or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (fh) the act or failure to act by Company or its Affiliates Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (gi) dissolution of Companyfailure by Company to pay patent expenses; or (hj) the commencement by Company of any action against Pennthe Licensor Parties, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof. For purposes of this Agreement, a “Change of Control” shall mean (i) the sale, lease, assignment or transfer, in one or a series of related transactions, of all or a material portion of the assets of Company to any third party or group of parties; (b) the acquisition by any third party or group of parties of a direct of Fifty Percent (50%) or more of (A) the economic interest in Company, or (B) the voting power of the voting stock of Company, by way of purchase, merger, consolidation or otherwise; (c) any consolidation of Company with, or merger of Company into, any other third party, or any merger of another party into Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of capital stock of Licensee or its parent company, or reclassification, conversion or exchange of outstanding shares of capital stock of such third party solely into shares of capital stock of Company or its parent company); or (d) any stockholder or other equity owner of Company or its parent company who, on the date of this Agreement, has the right, power or authority to designate, elect or appoint a majority of the members of the board of directors (or similar governing body) of Company, shall cease to have the right, power or authority, to designate, elect or appoint a majority of the members of the board of directors (or similar governing body) of Company or its parent company.

Trigger Event. The term “Trigger Event” means any of the following: (a) in the event that Penn receives equity in Company under this Agreement, a material default by Company under any Equity Document, Agreement between Company and University related to the extent applicablePatent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date) any Sponsored Research Agreement between Company and University related to the Patent Rights (whether entered prior to, contemporaneous with, or subsequent to the Effective Date, any of the Equity Documents, or this Agreement, that is not cured within during any specified cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specifiedperiods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation 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) above; (e) the calling by Company or its Affiliates Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (ce) above; (g) dissolution of Company; or (h) the commencement by Company of any action against PennUniversity, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.