definiens: means : ( a ) a material adverse change in ( i ) the condition of the Purchased Assets or the ability to use, manufacturer, market or sell the Products or ( ii ) the ability of Seller to perform its obligations under this Agreement ; provided, however, that none of the following shall be deemed ( either alone or in combination ) to constitute a Material Adverse Change : ( i ) a general deterioration in the economy or in the industry in which Seller operates ; ( ii ) the outbreak or escalation of hostilities involving the United States or any other country, the declaration by the United States or any other country of a national emergency or war or the occurrence of any other calamity or crisis, including an act of terrorism ; ( iii ) the disclosure ( as expressly permitted by this Agreement ) of Buyer as, or the fact that Buyer is, the prospective acquirer of the Purchased Assets ; ( iv ) the announcement whether internal or external ( as expressly permined by this Agreement ) of the pendency of the Transactions ; ( v ) actions taken by Buyer or any of its Affiliates, officers, directors, employees, agents or advisers ; ( vi ) compliance with the terms of, or the taking of any action required or contemplated ( and permitted ) by this Agreement ; or ( vii ) Buyer 's inability to complete the Technical Transfer for any reason on or prior to the Closing Date ; or ( b ) if Seller receives any notice of or any Action exists involving negative FDA observations regarding any facility where any Product is or, at any time has been, manufactured, which observation arises from, relates to or in any way adversely affects or could reasonably be expected to adversely affect any Product ; ( c ) if Seller receives any notice of or any Action exists involving the withdrawal or recall of any of the Products ; or ( d ) if Seller receives any notice of or any Action exists . involving personal mJunes associated with any of the Products ; or ( e ) if Soothe ® Net Sales are less than the Minimum Net Sales Target