definiens: means any event, change, circumstance, occurrence, effect, result or state of facts that, individually or in the aggregate, ( i ) is or would reasonably beexpected to be materially adverse to the ( a ) legality, validity or enforceability of any provision ofthis Agreement ( b ) ability of the Company to perform any of its obligations hereunder, ( c ) rightsor remedies of BVF or Buyer hereunder, ( d ) rights of the Company under the LicenseAgreement related to the Royalties, or ( e ) Transferred Patents ; ( ii ) materially impairs the abilityof the Parties to consummate, or prevents or materially delays, any of the transactionscontemplated by the Transaction Documents or would reasonably be expected to do so ; or ( iii)is or would reasonably be expected to be materially adverse to the timing, amount or duration ofthe payments to be made to Buyer in respect of any portion of the Royalty or the right of Buyer toreceive such payments