definiens: shall mean any change, effect, event, circumstance, occurrence or state of facts that . individually or in the aggregate, is or would reasonably be expected to be materially adverse to ( i ) the Purchased Assets taken as a whole or ( ii ) the ability of Seller to consummate the transactions contemplated by this Agreement and the AnCillary Agreements : provided, however, that none of the following changes, effects, events circumstances, occurrences or states of facts shall be deemed, either alone or in combination, to constitute a Matenal Adverse Effect . or be taken Into account In determining whether a Matenal Adverse Effect has occurred or would reasonably be expected to occur ( A ) changes or effects In general economic or financial conditions : ( B ) changes in Laws or GAAP, ( C ) changes or effects that generally affect the pharmaceutical Industry : or ( D ) changes or effects that arise out of or are attributable to the commencement . occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism shall mean Purchaser or Seller Individually . as the context so requires, and the term shall mean collectively Seller and Purchaser