definiens: means an event, fact, condition, occurrence, change or effectthat ( a ) has had or would reasonably be expected to have a material adverse effect on the business, results ofoperations or financial condition of the Product Business, the Purchased Assets and the Assumed Liabilities, takenas a whole or ( b ) materially impairs the ability of the Seller to consummate the transactions contemplated hereby;provided, however, that for clause ( a ) only none of the following, and no events, facts, conditions, occurrences, changes or effects resulting from the following, shall be deemed ( individually or in combination ) to constitute, or shallbe taken into account in determining whether there has been, a : ( i ) political or economicconditions or conditions affecting the capital or 7 [ * * * ] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENTREQUEST