definiens: means any change, event, development, effect, condition, circumstance, matter, occurrence or state of fact ( any such item, an ), that, individually or when taken together with all other Effects, is or is reasonably likely to be(a ) materially adverse to the scope of the [ * * * ] or [ * * * ], taken as a whole or ( b ) materially impairsthe ability of [COMPANY] to consummate the transactions contemplated by this Agreement, provided, however, that solely in the case of the foregoing clause ( a ), in no event shall any Effect to theextent resulting from any of the following be taken into account : ( i ) any Effect, to the extent due tochanges in conditions generally affecting ( x ) the pharmaceutical industry or ( y ) the economy, financial or securities markets or political, legislative or regulatory conditions, taken as a whole, except in the case of any such Effect that disproportionately impacts the [ * * * ] or [ * * * ], taken as awhole, as compared to other assets and participants in the pharmaceutical industry, ( ii ) any Effectdue to legal or regulatory changes or other binding directives issued by a GovernmentalAuthority, except to the extent that any such Effect disproportionately impacts the [ * * * ] or [ * * * ], taken as a whole, as compared to other assets and participants in the pharmaceutical industry, or(iii ) the [ * * * ]