definiens: means ( i ) a material adverse effect on the legality, validity or enforceability of theTransaction Documents, ( ii ) a material adverse effect on the ability of the Company to perform any of its obligationsthereunder, ( iii ) a material adverse effect on the rights of the Company under the License Agreement with respect to theRoyalty, other than as a result of a Permitted Reduction or Credit Event, ( iv ) a material adverse effect on the validity orenforceability of any of the Licensed Agios Patents that would reasonably be expected to adversely affect in any materialrespect the timing, amount or duration of the payments to be5made to the Purchaser in respect of the Royalty, or ( v ) an adverse effect in any material respect on the timing, amount orduration of the payments to be made to the Purchaser in respect of the Royalty or the right of the Purchaser to receive suchpayments, other than as a result of a Permitted Reduction or Credit Event