definiens: means any change, circums tance or effect that, individually or in the aggregate, would or would reasonably be expected to ( i ) have a materially adverse effect on the Purcha sed Assets taken as a whole, including the value thereo f or on Optionee ’s ability to receive, operate and develop the Purchased Assets taken as a whole free of Liens ( ot her than Permitted Liens ) pursuant hereto and to th e Asset Purchase Agreement ; provided, however, that none of the following changes, effects, events, circumstan ces or occurrences shall be deemed, either alone or in com bination, to constitute a Material Adverse Effect, or be taken into account in determining whether a Material Adve rse Effect has occurred or would reasonably be expe cted to occur : ( a ) changes or effects in general economic o r financial conditions ; ( b ) changes in Applicable L aws ; ( c ) changes or effects that generally affect the ph armaceutical or medical device industry ; ( d ) change s or effects that arise out of or are attributable to the commen cement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism ; o r ( e ) changes or effects arising out of or attribut able to the public announcement of the transactions contemplate d by this Agreement or the compliance with the prov isions of this Agreement, or ( ii ) prevent or materially de lay consummation of the transactions contemplated h ereby or under the Asset Purchase Agreement