definiens: means, ( A ) with respect to the Company, amaterial adverse effect on the condition ( financial or otherwise ), business, assets ( including the Company 's manufacturing facilities ) or results ofoperations or prospects ( including prospects for the commercialization of theCompound ( as defined in the Commercial Arrangements ) ) of the Company, except anysuch effect resulting from or arising in connection with ( i ) this Agreement orthe transactions contemplated hereby or the announcement hereof, ( ii ) changes, circumstances or conditions ( including changes in applicable laws, rules andregulations ) affecting the biotechnology industry in general, or ( iii ) changesin general economic conditions or financial markets, and ( B ) with respect toBMS, a material impairment of the ability of [COMPANY] or Acquisition Sub to performits obligations under or consummate the transactions contemplated by thisAgreement, the Stockholder Agreement or, in the case of [COMPANY] only, the CommercialArrangements, in accordance with the terms hereof and thereof