definiens: means any one or more of : ( i ) a material adverse eﬀect on the ability of Seller toconsummate the transactions contemplated by this Agreement and perform its obligations under this Agreement or anyProduct Agreement, ( ii ) a material adverse eﬀect on the validity or enforceability of this Agreement or any ProductAgreement or the rights of Purchaser hereunder or ( iii ) a material adverse eﬀect on the rights of the Seller Parties under anyProduct Agreement ; provided, however, that shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to : ( a ) general economic or political conditions ; ( b)conditions generally aﬀecting the industries in which the Seller Parties operate ; ( c ) any changes in ﬁnancial, banking orsecurities markets in general, including any disruption thereof and any decline in the price of any security or any market indexor any change in prevailing interest rates ; ( d ) acts of war ( whether or not declared ), armed hostilities or terrorism, or theescalation or worsening thereof ; ( e ) any action required or permitted by this Agreement or any action taken ( or omitted to betaken ) with the written consent of or at the written request of Purchaser ; ( f ) any natural or man - made disaster or acts ofNature ; or ( g ) any epidemics, pandemics, disease outbreaks, or other public health emergencies