definiens: or means, with respect to Buyer, any effect or changethat is, or could reasonably be expected to be, materially adverse to the business, assets ( including intangible assets),liabilities ( contingent or otherwise ), financial condition, operating results, operations, or business prospects of Buyer, taken asa whole, or on the ability of Buyer to consummate timely the transactions contemplated hereby, excluding any effect orchange arising from or relating to ( a ) general business or economic conditions, other than any such effects or changes whichadversely affect Buyer to a materially greater extent than its competitors in the applicable industry in which Buyer competes,(b ) conditions in the pharmaceutical industry in general and not specifically relating to Buyer ’s business, other than any sucheffects or changes which adversely affect Buyer to a materially greater extent than its competitors in the pharmaceuticalindustry, ( c ) national or international political or social conditions, including the engagement by the United States inhostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military orterrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon anymilitary installation, equipment or personnel of the United States, ( d ) financial, banking, or securities markets, ( e ) changes inLaw or other binding directives issued by any governmental entity, ( f ) the announcement of this Agreement or theconsummation of the transactions contemplated by this Agreement, ( g ) the announcement of results from clinical trials withrespect to PC4, or ( h ) any statements by governmental or regulatory entities regarding any pending drug candidate approvalswith a significant negative impact on the market price of Buyer Common Stock which does not have any material negativeeffect on the business, assets ( including intangible assets ), liabilities ( contingent or otherwise ), financial condition, operatingresults, operations, or business prospects of Buyer