definiens: means any event . circumstance or condition occurring after the Effective Date ( that was not announced . to the general public prior to the Effective Date ] which directly ( but not solely or exclusively ) relates to Seller or any Acquired Asset that individually or in the aggregate with all other events, circumstances and conditions occurring after the Effective Date and not announced before such time is reasonably expected to be material!y adverse to : ( a ) the [ condition ' ( financial or otherwise ), properties, assets, liabilities, businesses, operations, resUlts - Qf operations, or prosPects ] of the Acquired Assets or ( b ) Seller 's ability to [ perform its obligationS as cqntemplated in this Agreem.e, nt ] ; provided, however, that shall not include [ ( y ), the ' resiUts or, ' effects ' of the ' condition of the, biotechnology .-or : hiophai : IDa ~ ticat mdu.strles or any portion thereofiD whicp the BuSiness operated pri, or to the Effecti-\;e ' Date io : th~ eXte.nt ' ~ ', the e~ ther ~ fon ~c Business ' or A~ A - s'setsis propOtU9nate to, the eff~ on other, Per, sons op ~ ting ' iJ;L ' si.milai _ indust : rles or markets or, ( z ) developm ~ ts in thef1.,Danciaror ~ties, marketsj . Buyer acknowledges and agrees that employee departures from Seller in view of the already - announced layoff will not be considered a Seller Material Adverse Effect