definiens: means:(a ) with respect to CPC, Bio or [COMPANY], any event, change or effect that, when taken individually or together withall other events, changes and effects, ( a ) is materially adverse to the condition ( financial or otherwise ), properties, assets, liabilities or operations of CPC, Bio or [COMPANY], as the case may be, taken as a whole, or ( b ) prevents or materially delaysconsummation of the Transactions or otherwise prevents CPC, Bio or [COMPANY], as the case may be, from performing itsobligations under this Agreement or any Transaction Agreement ; and(b ) with respect to [COMPANY], any event, change or effect that, when taken individually or together with all otherevents, changes and effects, ( a ) is materially adverse to the condition ( financial or otherwise ), properties, assets ( including theContributed Assets ), liabilities ( including the Assumed Liabilities ), or operations of the Business, taken as a whole, or(b ) prevents or materially delays consummation of the Transactions or otherwise prevents [COMPANY] from performing itsobligations under this Agreement or any Transaction Agreement