definiens: means any change, circumstance, event or eﬀect ( each an ) that materially impedes theconsummation of the transactions contemplated by this Agreement in accordance with the terms hereof and all applicable law ; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and that none of thefollowing shall be taken into account in determining whether there has been or will be, a Material Adverse Eﬀect : ( A ) any adverse Eﬀectto the extent attributable in whole or in part to the announcement or pendency of the transactions contemplated by this Agreement;(B ) any adverse Eﬀect attributable to conditions generally aﬀecting the biotechnology or pharmaceutical industries or the U.S. orinternational economy or the U.S. or international ﬁnancial markets which do not materially disproportionately aﬀect the Seller ; ( C ) anyadverse Eﬀect arising from or relating to compliance with the terms of this Agreement ; ( D ) changes in law after the date hereof;(E ) earthquakes, ﬁres, ﬂoods, hurricanes, tornadoes or similar catastrophes, or acts of war, sabotage, terrorism, military action or anyescalation or worsening thereof after the date hereof, and whether or not pursuant to the declaration of national emergency or war ; and(F ) any action taken by the Seller with the Purchaser ’s written consent or the taking of any action expressly required by this Agreement