definiens: means an effect which is materially adverse to the Transferred Assets and Product IP, taken asa whole, or to the Business, but will not include ( i ) any adverse effect to the extent due to changes in conditions generallyaffecting ( A ) the United States pharmaceutical industry or ( B ) the United States economy as a whole, except in the case ofeffects referenced in clauses ( A ) or ( B ), for effects that disproportionately impact the Transferred Assets and Product IP, taken as a whole, or the Business, as compared to other companies in the United States pharmaceutical industry, ( ii ) anychange or adverse effect caused by the announcement of this Asset Purchase Agreement and the transactionscontemplated by this Asset Purchase Agreement or ( iii ) any adverse effect due to legal or regulatory changes except forany such effects that disproportionately impact the Transferred Assets and Product IP, taken as a whole, or the Business, as compared to other companies in the United States pharmaceutical industry