definiens: means any event, circumstance or change that could reasonably be expected to result, individually in the aggregate, in ( a ) an adverse effect in any material respect on the legality, validity orenforceability of any of the Transaction Documents, any of the License Agreements or the back - up securityinterest granted pursuant to Section 2.1(e ), ( b ) an adverse effect in any material respect on the right or abilityof a Selling Party or any valid successor thereto to perform any of its obligations under any of theTransaction Documents to which it is a party, or the right or ability of a Selling Party or any valid successorthereto to perform any of its obligations under any of the License Agreements, or the right or ability of aSelling Party or any valid successor thereto to consummate the transactions contemplated hereunder or underany of1the other Transaction Documents to which it is a party, ( c ) an adverse effect in any material respect on therights or remedies of a Selling Party or any valid successor thereto or the Purchaser under any of theTransaction Documents or any of the License Agreements, ( d ) an adverse effect on the timing, amount orduration of the Royalty Payments or the right of the Purchaser to receive the Royalty Payments, or ( e ) anadverse effect on the Subject Assets