definiens: shall mean ( a ) a material adverse effect on the ability of Seller to perform any of its obligations hereunder or under the other Transaction Documents, ( b ) a material adverse effe ct on the Purchased Interest or other Assigned Rights or Buye r ’s rights therein, including, without limitation, any material adverse effect on the amount, timing or duration of any License Payments, or ( c ) a material breach by Seller of any obligation owing by Seller to the Licensee unde r the License Agreement as a result of which the Li censee may ( i ) materially reduce or eliminate the amount of th e License Payments ( whether directly or indirectly, including, without limitation, by counterclaim or setoff ), o r ( ii ) terminate the License Agreement prior to the License Termination . shall mean ( a ) any sums accrued, p aid or due, other than License Payments, that are ( i ) in lieu of or in respect of the License Payment s ; ( ii ) in satisfaction of the obligation to pay th e License Payments ; or ( iii ) indemnity payments, recoveries, damages, s ettlement or other amounts to which Seller is or ma y become entitled to pursuant to or in connection with the L icense Agreement or any item of Intellectual Proper ty licensed thereunder, whether based on actual or alleged infr ingement, breach, re - licensing or otherwise, in eac h case described in this clause ( iii ) to the extent such i nfringement, breach, default or re - licensing has re sulted or would result in a reduction in, or such payment is made i n lieu of, License Payments described in clause ( a ) of the definition thereof, but in any event net of any cos ts and expenses incurred by a XOMA Entity in connec tion therewith ; and ( b ) the rights of Buyer to Indemnifi ed Expenses pursuant to and in accordance with the terms and conditions of this Agreement