definiens: shall mean an effect that is materially adverse to the Program or could reasonably be expectedto impair the ability of Seller to consummate the Acquisition or performance of obligations under this Agreement ; provided, however, that none of the following ( individually or in combination ) shall be deemed to constitute, or shall be taken intoaccount in determining whether there has been, a Material Adverse Effect : ( a ) any adverse effect resulting directly from generalbusiness or economic conditions, except to the extent such general business or economic conditions have a disproportionateeffect on the Program ; ( b ) any adverse effect resulting directly from conditions generally affecting any industry or industrysector to which the Program relates, except to the extent such adverse effect has a disproportionate effect on the Program;(c ) any adverse effect resulting directly from the announcement, execution or delivery of this Agreement or the pendency orconsummation of the transactions contemplated hereunder ; ( d ) any adverse effect resulting directly from any change inaccounting requirements or principles or any change in applicable Laws or the interpretation thereof ; ( e ) any adverse effectresulting directly from any breach by Purchaser of any provision of this Agreement ; or ( f ) any adverse data, event or outcome, arising out of or related to the Program, including pre - clinical and clinical trials, which data, event or outcome is disclosed inthe Clinical Data or Regulatory Materials made available by Seller to Purchaser prior to the date of this Agreement