definiens: means ( i ) with respect to any Person, a material adverse effect on the assets, fina ncial condition or results of ope rations of such Person and its subsidiaries, taken as a whole, ( i i ) with respect to the Assets, a material adverse effect on the use of the Assets with resp ect to the formulation, manufacture, packaging, promotion, distribution, marketing, use and sale of the Delsym Product in th e Territory, taken as a w hole, in substantially the same manner as the Sellers conduct such activiti es as of the date of this Agreement, taken as CONFIDENTIAL TREATMENT -4- EXECUTION COPY a whole ; provided that in no ev ent will any of the following, indivi dually or in the aggregate, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or will be, a material adverse effect with respect to such Person, or with respect to the Assets : ( A ) a change in general economic or financial market cond itions, ( B ) a change in the general state of the industry in which such Person operates, ( C ) any acts of terrorism or war, ( D ) any strikes, work stoppages or other co ncerted cessation, slowdow n or withdrawal of employee services, ( E ) the announcement of the execu tion of this Agreement or the transactions contemplated hereby or by the Ancillary Agreemen ts, or ( F ) the compliance by the Sellers with any of the terms of this Agreem ent or the Ancillary Agreements