definiens: means a material adverse effect on : ( a ) the validity or enforceability of any of this Agreem ent, the Bill of Sale or any certificates or financing statements delivered pursuant to this Agreement or the Bill of Sale ( the ) ; ( b ) the back -up security interest granted pursuant to Section 4.8 and the security interest in the Lockbo x Account and the Purchaser Concentration Account granted pursuant to Section 4.9 ; ( c ) the right or ability of Seller to grant any of the rights in the Purchased Receivables under any of the Relevant Documents, or to perform any of its obligations contempl ated thereby or to consummate any of the transactions contemplated thereby ; ( d ) the rights and remedies of Purchaser under any of the Relevant Documents ; ( e ) the right of Purchaser to receive any Purchased Royalty payment or the timing, amount or duration of such Purchased Royalty payment, but solely to the extent that the timing, amount or duration of such Purchased Royalty payment is based on anticipated sales of the Products for the treatment of oral mucositis and esophagitis ; ( f ) the Purchased Receivabl es or any of Purchaser ’s right, title and interest therein, thereto and thereunder, but solely to the extent that the Purchased Receivables are based on anticipated sales of the Products for the treatment of oral mucositis and esophagitis ; or ( g ) the busin ess, properties, operations or assets or financial condition of Seller and its subsidiaries, taken as a whole