definiens: shall mean any event, circumstance, change or effect that has had a material adverseeffect on the business, the results of operations or the financial condition of Parent and its Subsidiaries, taken as a whole;provided, however, that no change or effect arising out of or in connection with or resulting from any of the following shallbe deemed by itself or by themselves, either alone or in combination, to constitute or contribute to a Parent Material AdverseEffect : ( a ) changes generally affecting the economy, financial or securities markets or political conditions in the UnitedStates to the extent such changes do not adversely affect Parent and its Subsidiaries taken as a whole in a disproportionatemanner relative to other participants in the pharmaceutical or the generic pharmaceutical industry ; ( b ) changes or developments, including changes in Law or the interpretation or enforcement thereof, affecting thepharmaceutical industry or the generic pharmaceutical industry generally ; ( c ) any changes in GAAP or other accounting standards, or authoritative interpretations thereof ; ( d ) acts of war, armed hostility or terrorism to the extent such changes do not adversely affect Parent and itsSubsidiaries in a disproportionate manner relative to other participants in the pharmaceuticals or generic pharmaceuticalsindustry ; ( e ) any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub - licensee, stockholder, co - promotion or joint venture partner relationships attributable to the negotiation, execution or announcementof this Agreement and the Sale;-9- ( f ) any failure by Parent to meet any internal or published industry analyst projections or forecasts or estimates ofrevenues or earnings for any period ( it being understood and agreed that the facts and circumstances giving rise to suchfailure that are not otherwise excluded from the definition of a Parent Material Adverse Effect may be taken into account indetermining whether there has been a Parent Material Adverse Effect ) ; ( g ) general financial or capital market conditions, including interest rates or currency exchange rates, or changestherein ; ( h ) any change in the price or trading volume of the Parent Common Stock on the NYSE ( it being understood andagreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of aParent Material Adverse Effect may be taken into account in determining whether there has been a Parent Material AdverseEffect ) ; and ( i ) any action or omission required pursuant to the terms of this Agreement, or pursuant to the express written requestof the Company or the Shareholders ’ Representative