definiens: means any event, change, condition or effectthat individually or in the aggregate, ( a ) has a material adverse effect on theONTAK Product or the Targretin Capsules Product or the business, operations, condition ( financial or otherwise ), or results of operations of the Product LineBusiness taken as a whole, but shall exclude : ( i ) events, changes, conditions oreffects that generally affect the industries in which Seller and Seller Suboperate or the manufacture or Distribution of any pharmaceutical product(including legal and regulatory changes ), ( ii ) general economic or politicalevents, changes, conditions or effects affecting the securities marketsgenerally, ( iii ) events, changes, conditions or effects outside of the controlof Seller, Seller Sub or any of their respective Affiliates arising from theconsummation of the Transactions or the announcement of the execution of thisAgreement, or ( iv ) events, changes, conditions or effects caused by acts ofterrorism or war ( whether or not declared ) occurring after the Execution Dateand prior to the Closing Date ; PROVIDED, that in the case of clauses ( i ), ( ii)and ( iv ) above, the Product Line Business is not disproportionately affected bysuch changes, conditions or effects as compared to the pharmaceutical industryas a whole ; ( b ) materially 8 < PAGE > impacts, materially delays or prevents the consummation of the Transactions;(c ) creates a material limitation on the ability of Purchaser to conductthe Product Line Business in a manner as has been conducted by Seller and SellerSub immediately prior to the Effective Time ; or ( d ) creates a materiallimitation on the ability of Purchaser to acquire good and valid title to orother ownership right or interest in a material portion of the Purchased Assetsand Inventory, taken as a whole, free and clear of all Encumbrances ( other thanPermitted Encumbrances )