definiens: means the actual knowledge of [ * * * ] 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 or enforceability of any of the Transaction Documents, any of the License A greements or the back -up security interest granted pursuant to Section 2.1(e ), ( b ) an adverse effect in any material respect on the right or ability of a Selling Party or any valid successor thereto to perform any of its obligations under any of the Transa ction Documents to which it is a party, or the right or ability of a Selling Party or any valid successor thereto to perform any of its obligations under any of the License Agreements, or the right or ability of a Selling Party or any Confidential Inform ation indicated by [ * * * ] has been omitted from this filing and filed separately with the Securities Exchange Commission