definiens: shall mean ( i ) an Insolvency Event, ( ii ) a material adverse effect on the ability ofany Seller to perform any of its obligations hereunder, under the other Transaction Documents or under the DaiichiConsent / Amendment, ( iii ) a material adverse effect on the right or ability of Buyer to receive the Royalty Interest orany payment due to Buyer hereunder as contemplated by this Agreement immediately following the Closing, ( iv ) amaterial adverse effect on the Royalty Interest or other Assigned Rights, including, without limitation, any materialadverse effect on the Product or the ability of Licensee to distribute, market and/or sell the Product, or ( v ) a materialbreach by any Seller of any obligation owing by such Seller to Licensee pursuant to which Licensee may reduce oreliminate the amount of the Royalties ( whether directly or indirectly, including, without limitation, by counterclaim orsetoff ), or the basis for calculation thereof, or to terminate Commercialization Agreement prior to the LicenseTermination