definiens: shall mean ( i ) the effect of a material adverse change in the business, operations, assets, prospects or financial condition of AVANT and its Subsidiaries, taken as a whole, as such would materially effect the Product,(ii ) a material adverse effect on the validity or enforceability of any of the Transaction Documents, ( iii ) a material adverseeffect on the ability of AVANT to perform any of its obligations under any of the Transaction Documents, ( iv ) a materialadverse effect on the rights or remedies of PRF under any of the Transaction Documents, ( v ) an adverse effect on the right ofAVANT to receive any payments payable under any License Agreement or any other material rights and remedies of AVANTunder any License Agreement, ( vi ) an adverse effect on the right of PRF to receive the Purchased Interest or any payment dueto PRF hereunder or ( vii ) a material adverse effect on the Purchased Interest, including any material adverse effect on theProduct or the ability of GSK to manufacture, distribute, market and/or sell the Product on the level of anticipated Product netsales