definiens: shall mean : any material adverse effect on ( a ) the validity or enforceability of any of the TransactionDocuments, the License Agreement, the Right to License or any license granted pursuant thereto, the back - up security interestgranted pursuant to Section 2.01(d ), or the security interest granted pursuant to Section 2.07, ( b ) the right or ability of Seller ( orits permitted assignee ) to perform any of its obligations under any of the Transaction Documents or the Right to License ( or anylicense granted pursuant thereto ) or to consummate the transactions contemplated thereunder, ( c ) the ability of Seller or XOMATechnology ( or their -7- respective permitted assignees ) to exercise any of its rights under the License Agreement relating, directly or indirectly, to thePatent Rights or the Purchased Interest, including the payment of the Royalty Payment or other monetary payment on accountthereof ; ( d ) the rights or remedies of Purchaser under any of the Transaction Documents, ( e ) the right of Seller to receive anyRoyalty Payment or other monetary payment under the License Agreement or the timing, amount or duration of such RoyaltyPayment or other monetary payment, ( f ) the Purchased Interest or any of Purchaser ’s right, title and interest therein, thereto andthereunder, or ( g ) the right or ability of UCB ( or any permitted assignee ) to perform any of its obligations under the LicenseAgreement or the Right to License ( or any license granted pursuant thereto ) that are related, directly or indirectly, to thePurchased Interest, including the payment of the Royalty Payment or other monetary payment on account thereof