definiens: means any event, occurren ce, fact, condition or change that would reasonably be expected to be materially adverse to or have a mate rial adverse effect on ( a ) the ability of MABVAX to carry out its obligations under, and to consummate the transa ctions contemplated by, this Agreement, or ( b ) the Assumed Liabilities or the Acquired Assets, ( c ) BII ’s abili ty to further exploit the Acquired Assets, includin g without limitation the research, development, commercializa tion or other exploitation of the Acquired Assets . For purposes of clarity, none of the following events, changes o r effects, individually or in the aggregate, shall be considered a Material Adverse Effect : ( i ) the effect of any chan ge that generally affects any industry in which BII or MABVAX operates ; ( ii ) the effect of any changes after the Effective Date in Applicable Law or accounting rule s not uniquely relating to BII or MABVAX ; ( iii ) any event, change or effect on the business, assets, or operations of BII ’s or MABVAX ’s business primarily caused by, related to o r resulting from the announcement of the transactio ns contemplated by this Agreement ; ( iv ) the effect of any change in the United States or foreign economie s or securities or financial markets ; ( v ) the effect of any action taken by BII or BII ’s Affiliate with res pect to the transactions contemplated by this Agreement, other than actions taken pursuant to the provisions of th is Agreement ; ( vi ) the effect of any Regulatory Approv al of a product that could compete with the BII Pro ducts ; and ( vii ) the indirect or consequential effect of any o utbreak of hostilities, acts of war, sabotage or te rrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terr orism or military actions existing as of the date hereof