definiens: shall mean a material adverse effect on ( i ) the validity orenforceability of any of the Transaction Documents, the Incyte Agreement or the MerckAgreement, ( ii ) the ability of a Seller Party or any of its Affiliates to perform any of its materialobligations under any of the Transaction Documents, the Incyte Agreement or the MerckAgreement, ( iii ) the rights or remedies of Purchaser under any of the Transaction Documents, theIncyte Agreement or the Merck Agreement, ( iv ) the timing, amount or duration of the Royalties, taken as a whole, and recognizing the early stage nature of the Licensed Products and the risksassociated with the development and potential commercialization of early stagebiopharmaceutical products, or ( v ) the right of Purchaser to receive payments in respect of thePurchased Royalty Interests in accordance with the Transaction Documents, the IncyteAgreement or the Merck Agreement