definiens: means any event, change, occurrence, effect, fact, violation, development or circumstances which has, ( either individually or in the aggreg ate ), a material adverse effect on : ( A ) the ability of CP to duly perform its obligations under this Stock Purchase Agreement or to consummate the transactions contemplated hereby on a timely basis ; or ( B ) the business properties, assets ( both tangible and intangible ), liabilities, condition ( financial or otherwise ), results of operations of CP and its subsidiaries which, taken as a whole, fundamentally impairs the ability of CP to carry on its business of drug discovery and development ; provided, however, that any adverse event, change, occurrence, effect, development or circumstance directly attributable to conditions affecting the market sectors in which CP operates, or affecting financial markets generally or relating to the clinical development or prosp ects of a particular product candidate shall not, in and of themselves, be deemed to constitute a Material Adverse Effect ; and ( d ) CP shall have obtained all necessary governmental approvals to consummate the transactions contemplated hereunder