definiens: means a change, circumstance or effect that has had or would reasonably be expected tohave a materially adverse effect on a Product, any of the Transferred Assets or Licensed Rights, in the Territory, taken as awhole, but shall exclude ( 1 ) any events, change, circumstance or effect caused by or relating to : ( A ) the announcement of orconsummation of the transaction contemplated by this Agreement or the other transaction documents ; ( B ) events, circumstances, changes in conditions or effects that generally affect the ( I ) healthcare or pharmaceutical industry or ( II ) theUnited States or world economy or securities markets ; ( C ) changes caused by a material worsening of current conditionscaused by acts of terrorism or war ( whether or not declared ) occurring after the Agreement Date, or ( D ) any changes in law, except, with respect to clauses ( B)(I ) and ( D ) to the extent that such event, change, circumstance or effect disproportionatelyaffects a Product or any of the Transferred Assets as compared to other pharmaceutical products generally, and ( 2 ) any events, change, circumstance or effect ( x ) in whole or in substantial part caused by Buyer or ( y ) in whole or in substantial part relatingto a violation of law by Buyer relating to a Product in the Territory or ( z ) a violation of the Distribution Agreement by Buyer