definiens: shall mean ( i ) a material adverse effect on the legality, validity or enforceability of any provision of this Agreement, ( ii ) a material adverse effect on the ability of th e Seller to perform any of its obligations hereunder, ( iii ) a m aterial adverse effect on the rights or remedies of the Buyer hereunder, ( iv ) a material adverse effect on the ri ghts of the Seller under the License Agreement rela ted to the Royalty or the European Territory or ( v ) an adverse effect on the timing, amount or duration of the pa yments to be made to the Buyer in respect of any portion of t he Royalty or the right of the Buyer to receive suc h payments in any material respect ( but excluding in each case any event, circumstance or change based on market conditions generally applicable to the industry in which the Seller operates or in any specific jurisd iction or geographical area, such as drug reimbursement rates or the commercial launch of a potentially competit i ve product )