definiens: means any event, circumstance, occurrence, state of facts ormatters, action, omission, condition, development, change, result, or eﬀect ( each, an ) that wouldreasonably be expected to be materially adverse to ( a ) the value of the Purchased Assets in the aggregate, or(b ) the ability of Cyprium to consummate the Acquisition ; provided, however, that the following Events shallnot be taken into account in determining the occurrence of a Material Adverse Eﬀect : ( i ) those caused by, arising out of, or attributable to the general political or economic environment or aﬀecting the global economicmarkets generally ; ( ii ) those that generally aﬀect the pharmaceuticals industry ( including legal and regulatorychanges applicable to the Product and/or the Product NDA after the Eﬀective Date ) ; ( iii ) those caused by, arising out of, or attributable to acts of terrorism or warfare in any country or territory in which Cypriumoperates ; or ( iv ) those caused by, arising out of, or attributable to pandemics, including COVID-19, provided, that in the case of ( i ), ( ii ) ( iii ) and ( iv ), such changes, events, developments, eﬀects or occurrences do notdisproportionately adversely aﬀect the Purchased Assets relative to the other participants in thepharmaceuticals industry