definiens: means any state of facts, circumstance, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate has prevented, materially delayed ormaterially impaired or would reasonably be expected to prevent, materially delay or materially impair the ability of Parent orMerger Sub to consummate any of the Transactions or otherwise has prevented or would reasonably be expected to preventthe performance by Parent or Merger Sub of any of its respective material obligations under this Agreement and the AncillaryAgreements ; provided, however, that Parent Material Adverse Effect shall not include any effects to the extent arising out of, resulting from or relating to : ( i ) changes in the national or world economy or national or foreign financial credit or securitiesmarkets as a whole ; ( ii ) changes in the biopharmaceutical industry generally ; ( iii ) any hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, acts of war, sabotage, terrorism or militaryactions, in each case, directly involving the United States and/or its territories or the United Kingdom ; ( iv ) any change in thegenerally accepted accounting principles or interpretation or application thereof ; ( v ) any adverse change or effect directlyarising out of announcement or consummation of the Transactions contemplated by this Agreement ; and ( vi ) changes in law, rule or regulations or the interpretation thereof ; provided, further, with respect to clauses ( i ) through ( vi ), such change, effect, circumstance or development does not disproportionately adversely affect Parent and its Subsidiaries, taken as a whole, relative to other participants in the biopharmaceutical industry