definiens: means a material adverse effect on ( a ) the condition of the Purchased Assets or the ability to use, develop, commercialize or sell the Products or ( b ) 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 Effect : ( 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 permitted 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 ; or ( vi ) compliance with the terms of, or the taking of any action required or contemplated ( and permitted ) by this Agreement