definiens: means any event, circumstance or change that could reasonably be expected to result, individually or in theaggregate, in a material adverse effect, in any respect, on ( a ) the legality, validity or enforceability of any of the Transaction Documents, theCounterparty License Agreement or any Additional License Agreement or the back - up security interest granted pursuant to Section 2.1(d ), ( b ) the right orability of the Seller ( or any permitted assignee ) to perform any of its obligations under any of the Transaction Documents, the Counterparty LicenseAgreement or any Additional License Agreement, or to consummate the transactions contemplated hereunder or thereunder, ( c ) the rights or remedies ofthe Purchaser under any of the Transaction Documents, the Counterparty License Agreement or any Additional License Agreement, ( d ) the timing, amount or duration of the Royalties, taken as a whole, under the Counterparty License Agreement and any Additional License Agreement or the right ofthe Purchaser to receive the Royalties under this Purchase and Sale Agreement, ( e ) the Purchased Assets, or ( f ) the Licensed Patents