definiens: means any eﬀect that is materially adverse to the Exploitation of the Product in any indication orany country in the Territory ; provided, however, that none of the following shall be deemed, either alone or in combination, toconstitute a Material Adverse Eﬀect, or be taken into account in determining whether there has or will be a Material AdverseEﬀect : ( a ) changes or eﬀects that are generally applicable in the economies ( including changes in interest or exchangerates ) of any country in which Purchased Assets are located or in which any of the Parties to this Agreement operate, or inthe securities, syndicated loan, credit or ﬁnancial markets of any such country ; ( b ) changes in general legal, tax, regulatory, political or economic conditions aﬀecting the exploitation of the Product in general or within the relevant jurisdiction ; ( c)changes in GAAP ; ( d ) changes or eﬀects that arise out of or are attributable to ( i ) the acts or omissions of, or circumstancesaﬀecting, the Purchaser and/or its Aﬃliates, or ( ii ) the transactions contemplated by this Agreement or changes or eﬀectsthat arise out of or are attributable to the negotiation, execution, public announcement or performance of this Agreement ; ( e)changes or eﬀects that generally aﬀect the markets in which the Product are Exploited ; ( f ) changes or eﬀects that arise outof or are attributable to the commencement, occurrence, continuation or intensiﬁcation or reduction or cessation of any war(whether or not declared ), sabotage, armed hostilities or acts of terrorism, ( g ) changes or eﬀects that arise out of or areattributable to earthquakes, hurricanes or other natural disasters, epidemics or other outbreaks of disease ( such as theCOVID-19 virus ( SARS - COV-2 ) ( or related strains, variations, and sequences ) ) or related Governmental Order or action by aGovernmental Authority in relation thereto ; ( h ) changes or eﬀects that arise out of or are attributable to the Excluded Assetsor Excluded Liabilities ; ( i ) any action taken by the Seller as contemplated or permitted by this Agreement or with thePurchaser ’s consent ; or ( j ) any matter disclosed in the Seller Disclosure Schedules to this Agreement, including in eachcase, any adverse eﬀect that occurs after the Eﬀective Date but that arises out of or results from any such matter ; or ( k ) anyexisting event or occurrence or circumstance to the Knowledge of the Purchaser as of the date hereof