definiens: means ( a ) an adverse effect in any material respect on the legality, validity or enforceability of any of theTransaction Documents, the License Agreement, or the back - up security interest granted pursuant to Section 2.1(d ), ( b ) an adverse effect in anymaterial respect on the right or the ability of the Purchaser or the Seller to perform any of their respective obligations under any of the TransactionDocuments or the License Agreement, or to consummate the transactions hereunder or thereunder, ( c ) an adverse effect in any material respecton the respective rights or remedies of the Seller or the Purchaser under any of the Transaction Documents or under the License Agreement, ( d ) anadverse effect on the right of the Purchaser to receive the Royalties Interest and the timing, amount or duration of the Royalties Interest ( other thande minimus effects ), ( e ) an adverse effect on the Purchased Assets ( other than de minimus effects ), or ( f ) an adverse effect in any significantrespect on any AcelRx Intellectual Property Rights