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 takenas a whole or ( ii ) the ability of Seller to consummate the transactions contemplated by this Agreement and the AncillaryAgreements ; provided, however, that none of the following changes, effects, events, circumstances, occurrences or states offacts shall be deemed, either alone or in combination, to constitute a Material Adverse Effect, or be taken into account indetermining whether a Material Adverse Effect has occurred or would reasonably be expected to occur : ( A ) changes or effectsin general economic or financial conditions ; ( B ) changes in Laws or GAAP ; ( C ) changes or effects that generally affect thepharmaceutical 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