definiens: means any change, effect or circumstance that, individually or inthe aggregate with all other changes, effects and circumstances, is or would reasonably beexpected to be materially adverse to the Licensed Business as operated as of the Effective Dateby [COMPANY] or its Affiliates ( including the Acquired Assets, Licensed IP and/or AssumedLiabilities ), disregarding any changes, effects or circumstances to the extent they arise out of ( a)a deterioration in the economy in general in the United States or any country in which theLicensed Business is conducted, ( b ) an outbreak or escalation of hostilities involving the UnitedStates or any member state of the European Union, the declaration by the United States or anymember state of the European Union of a national emergency or war, or the occurrence of anyacts of terrorism, ( c ) a change in Legal Requirements ( d ) the announcement of the ContemplatedTransactions ( including a loss of customers, suppliers, distributors, service providers oremployees to the extent attributable thereto ) or ( e ) any failure to promote Licensed Product