definiens: means a material a dverse effect on : ( a ) the ability of the Seller to consummate any of the Contemplated Transactions on a timely basis ; or ( b ) the Transferred Assets taken as a whole ; provided, however, that shall not include any : ( i ) general eco nomic conditions in the United States, ( ii ) changes in fi nancial or securities markets in general, ( iii ) pol itical conditions generally of the United States, ( iv ) the industries applicable to the Transferred Assets, including wi th respect to the biotechnology and health care industries, ( v ) t he consummation of the transactions contemplated by, or the announcement of the performance of obligations unde r, this Agreement, ( vi ) actions specifically permit ted to be taken or omitted pursuant to this Agreement or take n with the Buyer ’s written consent, ( vii ) any acts of God, or ( viii ) any hostilities, acts of war, sabotage, terr orism or military actions, except in each case to t he extent having a disproportionate effect on the Seller ’s operation of the Transferred Assets compared to other partic ipants in the industries in which the Seller operates