definiens: shall mean a material adverse effect on, or a material adverse change in, the TransferredAssets, taken as a whole, or on the ability of the Seller or its Affiliates, as the case may be, to perform theirrespective obligations under, or consummate, the transactions contemplated by this Agreement ; provided, however, no effect arising from or relating to the following will be deemed to constitute a Material Adverse Effect, or will betaken into account in determining whether a Material Adverse Effect has occurred : ( a ) any change in economic, political or legal conditions or financial markets generally, ( b ) any change or condition generally affecting thepharmaceutical industry, ( c ) changes in Laws or accounting standards, including interpretations thereof by courts orany other Governmental Authority, ( d ) the outbreak of war or acts of terrorism, or ( e ) the announcement of, or thetaking of any action required by or with the consent of the Purchaser pursuant to, this Agreement ; in each case solelywith respect to clauses ( a ), ( b ), ( c ) or ( d ), if and to the extent that such change or effect does not ( i ) primarily relateonly to ( or have the effect of primarily relating only to ) the Transferred Assets, the Assumed Liabilities or the Seller, or(ii ) disproportionately adversely affect the Transferred Assets, the Assumed Liabilities or the Seller compared to othercompanies or businesses of similar size operating in the same industry as the Transferred Assets, the AssumedLiabilities or the Seller, respectively