definiens: means any event, circumstance or change that wouldreasonably be expected to result, individually or in the aggregate, in a material adverse effect, inany respect, on ( a ) the legality, validity or enforceability of any of the Transaction Documents, theCounterparty Agreements or the back - up security interest granted pursuant to Section 2.1(d),(b ) the right or ability of the Seller ( or any permitted assignee ) or the Purchaser to perform any ofits obligations under any of the Transaction Documents or the Counterparty Agreements, in eachcase to which it is a party, or to consummate the transactions contemplated hereunder orthereunder, or ( c ) the rights or remedies of the Purchaser under any of the TransactionDocuments or the Counterparty Agreements, ( d ) the timing, amount or duration of the Purchaser’sright to receive payments of the Purchased Royalties, or ( e ) the Purchased Assets ; provided thatnone of the following shall be deemed to constitute, and none of the following shall be taken intoaccount in determining whether there has been or will be a Material Adverse Change : ( A ) anychange relating to the economy, financial and securities markets or business conditions ingeneral, so long as any impact on the Purchased Assets is not disproportionate ; ( B ) national orinternational political or social conditions, ( C ) changes in laws, rules, regulations, orders, or otherbinding directives issued by any Governmental Authority, so long as any impact on thePurchased Assets is not disproportionate ; ( D ) the taking of any action contemplated by thisAgreement and the other Transaction Documents ; ( E ) changes or effects resulting solely from theannouncement or pendency of this Agreement or related transactions and not from the breach ofany representations or covenants of the Seller contained in this Agreement ; or ( F ) theintroduction of any product that is competitive with the Products, other than by the Seller or any ofits Affiliates