definiens: means ( a ) any material adverse change in, or material adverse eﬀect, when consideredindividually or in the aggregate, on ( i ) the legality, validity or enforceability of any of the Transaction Documents or theMedco License Agreement, ( ii ) the rights of Seller under, or the right or ability of the Seller to perform its obligations under,(A ) any of the Transaction Documents, ( B ) the Medco License Agreement, or ( C ) the Related Agreements, but only to theextent aﬀecting the right of Seller to perform its obligations under the Medco License Agreement or otherwise pertaining tothe Purchased Assets, ( iii ) the right or ability of Licensee to perform its obligations under the Medco License Agreement, ( iv)the rights or remedies of the Purchaser under any of the Transaction Documents, including the right of the Purchaser toreceive any of the Purchased Assets, or ( v ) the Royalty Product Patents, or ( b ) any change to the Purchased Assets(including the timing, value, amount or duration thereof )