definiens: shall mean ( i ) the Master Note Agreement, dated as of August 14, 1998, between [COMPANY] and DPC and ( ii ) the Master NoteAgreement, dated as of September 17, 1999, between [COMPANY] and DCI . shall mean any actual or prospective change, event or effectthat, individually or in the aggregate with all other such adverse actual orprospective changes, events and effects, ( i ) is materially adverse to thebusiness, prospects, Assets, results of operations or condition ( financial orotherwise ) of the Transferred Business Companies ( including the AdditionalTransferred Assets ), taken as a whole ( after taking into account insurancerecoveries in respect thereof which remain with the Transferred BusinessCompanies after the Closing ), or ( ii ) impairs, hinders or adversely affects inany material respect the ability of [COMPANY] and its Subsidiaries to consummatethe Sale or the other material transactions contemplated hereby ; PROVIDED, HOWEVER, that the foregoing definition shall, for purposes of Section8.4(a)(iii ), but not Section 7.2(a ), exclude actual or prospective changes, events or effects to the extent they result from the development of products andcompounds, or additional or new therapeutic applications and uses of existingproducts and compounds, in each case by third parties ; PROVIDED, FURTHER, thatthe foregoing proviso shall not apply to the extent that any change, event oreffect is reflected in ( 1 ) the results of operations or financial condition ofthe Transferred Business Companies prior to the Closing or ( 2 ) to the extentrelated to currently marketed products, the business or assets of theTransferred Business Companies prior to the Closing ; PROVIDED, FURTHER, that anyactual or prospective effects, events, or changes to the extent relating to orresulting from ( a ) any change or changes in general economic conditions(including, without limitation, changes in financial or market conditions ) orany change or changes applying generally to the pharmaceuticals industry in thegeographical areas in which the Transferred Business Companies operate ( and notspecifically to the Transferred Business Companies ), ( b ) the announcement orconsummation of the transactions contemplated by this Agreement ( PROVIDED thatthe exception in this clause ( b ) shall not apply to the use of the term in Section 3.4 ), or ( c ) any change in accountingrequirements or principles or the interpretation thereof, shall be deemed not toconstitute a ; PROVIDED, FURTHER, that the term shall not include or take into account ( x ) any change, effect or event relating to any of the Transferred Business Companies ' compoundswhich are not yet nominated for development or ( y ) any of the matters referredto in the IP Disclosure . For purposes of this definition of Material AdverseEffect, each Assumed Liability 15 < Page > shall be deemed to be a Liability of, and each Additional Transferred Assetshall be deemed to be an Asset of, the Transferred Business Companies