definiens: means a material adverse effect on the assets, financial condition or results ofoperations of the Business taken as a whole, or a material adverse effect on the formulation, manufacture, packaging, promotion, distribution, marketing and sale of the Product in the Territory, provided that in no event will any of the following, individually or in the aggregate, be deemed to constitute, nor shall any of the following be taken into account in determiningwhether there has been, or will be, a Material Adverse Effect with respect to such Person, or with respect to a Business : ( A ) anychange in general economic or financial market conditions, ( B ) any change in the general state of the industry in which suchPerson operates, ( C ) any act of terrorism or war, ( D ) the announcement of the execution of this Agreement or the transactionscontemplated hereby, or ( E ) any act or omission by BPA in compliance pursuant to and in accordance with the terms of thisAgreement