definiens: means an effect ( other than an effect caused by changes to the economy in general ) that, individually or in the aggregate with other related effects, is or could reasonably be expected to be materially adverse to the business, prospects, results of operation or condition ( financial or othelWise ) of the Specified Assets or the Field of Use Business, considered as a whole, or is or could reasonably be expected to be materially adverse to the ability of [COMPANY] to conduct following the Closing the manufacture and/or sale ofField of Use Bioabsorbable Implants as presently conducted or contemplated to be conducted by MacroPore ; provided, however, that any of the following, individually or in the aggregate, shall not constitute a on or with respect to MacroPore : ( a ) any changes, events or effects including without limitation, any acts of terrorism, affecting the United States economy or world economy as a whole or affecting generally the industry in which MacroPore operates ( and not specially affecting MacroPore ) ; ( b ) any adverse changes, events or effects that are demonstrated to be caused by the announcement or pendency of the transactions contemplated in this Agreement ; ( c ) the lack of success of MacroPore in retaining existing employees or of [COMPANY] in hiring MacroPore employees or other employees who are material to [COMPANY] 's ability to operate the Field of Use Business or MacroPore 's ability to fulfill its obligations under this Agreement ; or ( d ) any changes reSUlting from compliance by MacroPore with the terms of, or the taking of any action expressly contemplated, permitted or required by, this Agreement