definiens: shall mean ( i ) a material adverse effect on the legality, validity or enforceability of anyprovision of this Agreement, ( ii ) a material adverse effect on the ability of the Seller to perform any of its obligationshereunder, ( iii ) a material adverse effect on the rights or remedies of the Buyer hereunder other than any such materialadverse effect that results from compliance with any directions of the Buyer, ( iv ) a material adverse effect on the rights ofthe Seller under the License Agreement, ( v ) a material adverse effect on the validity or enforceability of any of the DicernaLicensed Patent Rights, ( vi ) a material adverse effect on any of the Products or ( vii ) an adverse effect in any materialrespect on the timing, amount or duration of the payments to be made to the Buyer in respect of any portion of the Royaltyor the right of the Buyer to receive such payments ( but excluding in the case of clause ( vii ) any Permitted Reduction or anysuch adverse effect to the extent resulting from ( x ) the Seller ’s breach of the License Agreement, which breach was causedsolely by the Seller ’s actions or omissions at the direction of, and in conformity with, the Buyer ’s express written instructionsunder this Agreement or ( y ) market or regulatory conditions generally applicable to the industry in which the Seller orLicensee operates or in any specific jurisdiction or geographical area, such as without limitation any drug reimbursementrates, success of the commercial sales or the commercial launch of a potentially competitive product whether now existingor launched in the future )