definiens: means any change, effect or circumstance, individually or in the aggregate, ( a ) that is materiallyadverse to the Licensed Technology, taken as a whole or ( b ) materially impairs the ability of [COMPANY] or its Affiliates to consummatethe transactions contemplated by this Agreement, but, in each case, that excludes ( i ) any adverse change, effect or circumstanceto the extent due to changes in conditions generally affecting ( A ) the pharmaceutical industry or ( B ) the economy, financial orsecurities markets or political, legislative or regulatory conditions, taken as a whole, except in the case of any such changes, effects or circumstances referenced in clauses ( A ) or ( B ), for changes, effects or circumstances that disproportionately impact theLicensed Technology, taken as a whole, ( ii ) any adverse change, effect or circumstance caused by the announcement of thisAgreement and the pendency of the transactions contemplated hereby, ( iii ) any adverse change, effect or circumstance due tolegal or regulatory changes or other binding directives issued by a Governmental Authority except to the extent any suchchanges, effects or circumstances disproportionately impact the Licensed Technology, taken as a whole, ( iv ) any adversechange, effect or circumstance due to acts of war, armed hostility or terrorism, except to the extent any such changes, effects orcircumstances disproportionately impact the Licensed Technology, taken as a whole, ( v ) any adverse change, effect orcircumstance due to earthquake, storm, flood, fire, epidemic or other acts of nature, except to the extent any such changes, effects or circumstances disproportionately impact the Licensed Technology, taken as a whole, ( vi ) any adverse effect due toactions or inactions taken by [COMPANY] or any of its Affiliates which are required by this Agreement and are not taken in a manner thatbreaches this Agreement, ( vii ) any adverse effect due to any actions of government or other investigations pending as of the datehereof or ( viii ) any adverse effect due to Licensee not granting [COMPANY] consent to take an action if [COMPANY] requested such consent inaccordance with the terms of this Agreement