definiens: means any change, circumstance or effect that is materially adverse to the Transferred Assets or theDevelopment or the Commercialization of the Lead Compound and the Additional Compound, taken individually or together with all otherchanges and effects that have occurred on or prior to the date of determination of the occurrence of the Material Adverse Effect, butexcluding any change, circumstance or effect caused by or relating to : ( i ) changes in general economic conditions, the financial markets orthe pharmaceuticals industry generally ; ( ii ) changes in applicable Law or applicable accounting principles, including IFRS, or interpretationsthereof ; ( iii ) the negotiation, execution or announcement of this Agreement or the consummation of the transactions contemplated hereby;(iv ) any hurricane, tornado, flood, earthquake or other natural disaster or any act of civil unrest, war or terrorism ; or(v ) any action taken by Seller Parties or their Affiliates with Buyer ’s consent