definiens: shall mean any covenant : ( a ) requiring Theravance Biopharma and its permitted transferees, successors and permittedassigns ( as applicable ) to fully perform and comply with the Master Agreement and this Agreement and prohibitingany of them from taking any action, or failing to take any action, that breaches, violates or could reasonably beexpected to breach or violate the Master Agreement or this Agreement ; ( b ) ( A ) requiring Theravance Biopharma and its permitted transferees, successors and permittedassigns ( as applicable ) to enforce the Master Agreement and this Agreement and their rights thereunder andhereunder, in each case to the extent that the failure to do so under this clause ( A ) would be reasonably expected tohave a direct or indirect material and adverse effect on Theravance Biopharma ’s or its permitted transferees’,successors ’ and permitted assigns ’ ( as applicable ) rights or obligations under the Master Agreement or thisAgreement, and ( B ) prohibiting Theravance Biopharma and its permitted transferees, successors and permittedassigns ( as applicable ) from amending, modifying, supplementing, waiving, canceling, terminating or granting anyconsent thereunder or hereunder, or taking any other action or failing to take any action having the effect of theforegoing, or agreeing to do any of the foregoing directly or indirectly, in whole or in part, to the Master Agreement orthis Agreement or any rights thereunder or hereunder, in each case to the extent that such action or inaction referredto in clause ( B ) would be reasonably expected to have a direct or indirect material and adverse effect on TheravanceBiopharma ’s or its permitted transferees ’, successors ’ and permitted assigns ’ ( as applicable ) rights or obligationsunder the Master Agreement or this Agreement ; 7 ( c ) prohibiting Theravance Biopharma and its permitted transferees, successors and permittedassigns ( as applicable ) from taking any action to, directly or indirectly, adversely impact, delay, forgive, release orcompromise any amount owed to or becoming owing to them under this Agreement ; and ( d ) requiring a holder to maintain its separate existence from any other entity and to operate in amanner so as to establish or maintain a bankruptcy remote status, including by restricting incurrence of debt, grant ofliens, employment of employees and consultants, ownership or lease of real or personal property, guarantees, incurrence of liabilities, issuance of securities, lines of business, and initiation of bankruptcy or insolvencyproceedings and other similar customary covenants regarding bankruptcy remote status