definiens: means any change, effect, event, circumstance, occurrence or state of facts that, individually or taken together with other changes, effects, events circumstances, occurrences or states of facts that have occurred prior to the date of the determination o f the occurrence of the Material Adverse Effect, ( i ) is, or would reasonably be expected to be, materially adverse to the Program, the Product and the Acquired Assets, taken as a whole, or ( ii ) would materially impede the authority of Seller to consummate the transactions contemplated by this Agreement, provided that in no event shall any change, effect, event, circumstance, occurrence or 56 state of facts primarily resulting from any change, effect, event, circumstance, occurrence or state of facts relating to any of the following constitute or be taken into account in determining whether there has been a Material Adverse Effect : ( A ) changes in economic, financial market or geographical conditions in general ( including national or international condit ions ), ( B ) changes in Applicable Law or GAAP or other applicable accounting regulations or principles or interpretations thereof, ( C ) changes in conditions generally affecting the pharmaceutical or biotechnology industries, ( D ) any changes in global or nat ional political conditions, ( E ) any outbreak or escalation of hostilities, any occurrence or threat of acts commonly referred to as terrorist attacks or any armed hostilities associated therewith and any national or international calamity or emergency or a ny escalation thereof, ( F ) the announcement of this Agreement and the transactions contemplated hereby or ( G ) any acts or omissions of Seller or any of its Affiliates taken after the date of this Agreement pursuant to Section 3.09 or with the prior written consent of Purchaser pursuant to Section 5.01 . Without limiting the generality of the foregoing, any of the following shall be deemed to constitute a Material Adverse Effect [ * * * ]