definiens: means any event, change, occurrence, effect, fact, violation, development or circumstances which has, ( either individually or i n the aggregate ), a material adverse effect on : ( i ) the ability of [COMPANY] to duly perform its obligatio ns under this Stock Purchase Agreement or to consummate the trans actions contemplated hereby on a timely basis ; or ( ii ) the business properties, assets ( both tangible and inta ngible ), liabilities, condition ( financial or other wise ), results of operations of [COMPANY] which, taken as a whole, f undamentally impairs the ability of [COMPANY] to c arry on its business of anti - infective drug development ; provid ed, however, that any adverse event, change, occurr ence, effect, development or circumstance directly attrib utable to conditions affecting the market sectors i n which [COMPANY] operates, or affecting financial markets generally or relating to the clinical development or prospects of a particular product candidate shall not, in and of themselves, be deemed to constitute a Material Adverse Effect