definiens: or means, with respect to the Company or any Seller, any effect orchange that is, or could reasonably be expected to be, materially adverse to the business, assets ( including intangible assets),liabilities ( contingent or otherwise ), financial condition, operating results, operations, or business prospects of such party, taken as a whole, or on the ability of such party to consummate timely the transactions contemplated hereby, excluding anyeffect or change arising from or relating to ( a ) general business or economic conditions, other than any such effects or changeswhich adversely affect such party to a materially greater extent than its competitors in the applicable industry in which suchparty competes, ( b ) conditions in the pharmaceutical industry in general and not specifically relating to such party ’s business, other than any such effects or changes which adversely affect such party to a materially greater extent than its competitors inthe pharmaceutical industry, ( c ) national or international political or social conditions, including the engagement by theUnited States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence ofany military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices orupon any military installation, equipment or personnel of the United States, ( d ) financial, banking, or securities markets, ( e)changes in Law or other binding directives issued by any governmental entity, or ( f ) the announcement of this Agreement orthe consummation of the transactions contemplated by this Agreement