definiens: means an effect that is materially adverse to the Program or would reasonably be expectedto impair the ability of Seller to consummate the Transaction or its performance of obligations under this Agreement;provided, however, that none of the following ( individually or in combination ) shall be deemed to constitute, or shall betaken into account in determining whether there has been, a Material Adverse Effect : ( a ) any adverse effect resulting directlyfrom general business or economic conditions, except to the extent such general business or economic conditions have adisproportionate effect on the Program ; ( b ) any adverse effect resulting directly from conditions generally affecting anyindustry or industry sector to which the Program relates, except to the extent such adverse effect has a disproportionate effecton the Program ; ( c ) any adverse effect resulting directly from the announcement, execution or delivery of this Agreement orthe pendency or consummation of the transactions contemplated hereunder ; ( d ) any adverse effect resulting directly from anychange in accounting requirements or principles or any change in applicable Laws or the interpretation thereof ; ( e ) anyadverse effect resulting directly from any action taken by Seller at Buyer ’s direction ( other than any such action Seller isobligated to take under the terms and conditions of this Agreement ) ; ( f ) any adverse effect resulting directly from any breachby Buyer of any provision of this Agreement ; or ( g ) any adverse data, event or outcome, arising out of or related to theProgram, including pre - clinical and clinical trials, which data, event or outcome is disclosed in the Clinical Data orRegulatory Materials made available by Seller to Buyer prior to the date of this Agreement