definiens: means ( a ) any materially adverse effect on the binding nature, validity orenforceability of any Transaction Document as an obligation of any Receivables Party that is a party thereto, ( b)any materially adverse effect on the binding nature, validity or enforceability of the License Agreement as anobligation of Genentech or Parent, ( c ) any materially adverse effect on the binding nature, validity orenforceability of the Purchase Agreement as an obligation of Parent, ( d ) any material adverse change in any ofthe rights or remedies of Collateral Agent or Purchasers under any Transaction Document, ( e ) any materialadverse change in any of the rights or remedies of the Company under the Purchase Agreement, and ( f ) anyfailure to pay any material amount or other material default by Genentech under the License Agreement, or anymaterial delay, elimination or material diminution of the amounts paid or payable by Genentech under Sections8.5, 9.3, 9.4 or 14.1(b ) of the License Agreement with respect to any Royalty Amounts, but only to the extentcaused by or resulting from any actual breach or default by Parent of any of its obligations under the LicenseAgreement