definiens: means any change, circumstance or effect that, individually or in the aggregate, would or would reasonably be expected to ( i ) have a materially adverse effect on the Purchased Assets taken as awhole, including the value thereof or on Buyer ’s ability to receive, operate and develop the Purchased Assets takenas a whole free of Liens ( other than Permitted Liens ) pursuant hereto ; provided, however, that none of the followingchanges, effects, events, circumstances or occurrences shall be deemed, either alone or in combination, to constitutea Material Adverse Effect, or be taken into account in determining whether a Material Adverse Effect has occurred orwould reasonably be expected to occur : ( a ) changes or effects in general economic or financial conditions;(b ) changes in Applicable Laws ; ( c ) changes or effects that generally affect the pharmaceutical or medical deviceindustry ; ( d ) changes or effects that arise out of or are attributable to the commencement, occurrence, continuation orintensification of any war, sabotage, armed hostilities or acts of terrorism ; or ( e ) changes or effects arising out of orattributable to the public announcement of the transactions contemplated by this Agreement or the compliance withthe provisions of this Agreement, or ( ii ) prevent or materially delay consummation of the transactions contemplatedhereby