definiens: means any change, effect or circumstance, individ ually or in the aggregate, ( a ) that is reasonably likely to be materially adverse to the b usiness, operations, assets or financial condition of [COMPANY] or [COMPANY], as the case may be, taken as a whole, ( b ) t hat when taken as a whole, has or would reasonably be expected to have a material adverse effect on ( i ) the Licens ed Technology taken as a whole, ( ii ) the practice o f the Licensed Technology taken as a whole and as contemplated by the Collaboration Agreement or ( iii ) the Developmen t, Manufacture or Commercialization of Compounds or Pr oducts for Neurology Targets as contemplated by the Collaboration Agreement, or ( c ) that materially imp airs the ability of [COMPANY] or [COMPANY] to perform its obligations pursuant to the transactions contemplated by this A greement or the Collaboration Agreement . The capita lized terms used in this definition and not otherwise def ined in this Agreement have the meanings given to t hem in the Collaboration Agreement