definiens: means any change, eﬀect, event, occurrence or fact that, individually or in the aggregate, would reasonably beexpected to result in, or has resulted in, a materially adverse change or effect to ( a ) the assets, liabilities or condition of the Business or the PurchasedAssets or the conduct, nature or viability of the Business, taken as a whole, or ( b ) Sellers ’ ability to consummate the Contemplated Transactions;provided, however, that, for purposes of clause ( a ), none of the following shall be deemed, either alone or in combination, to constitute, and none ofthe following shall be taken into account in determining whether there has been or will be, a Seller Material Adverse Eﬀect : ( i ) any change, eﬀect, event, occurrence, state of facts or development relating to the economy in general in the United States or in any other jurisdiction in which a Sellerhas operations or conducts business, or conditions generally aﬀecting the industries in which a Seller operates the Business, so long as the eﬀects donot have a materially disproportionate adverse eﬀect on the Purchased Assets or Business, taken as a whole, ( ii ) any change, eﬀect, event, occurrence, state of facts or development reasonably attributable to conditions aﬀecting the pharmaceutical industry ( other than as may arise or resultfrom regulatory action by a Regulatory Authority ), so long as the eﬀects do not have a materially disproportionate adverse eﬀect on the PurchasedAssets or Business, taken as a whole, ( iii ) the announcement, pendency or completion of the Contemplated Transactions, including losses orthreatened losses of employees, customers, suppliers, distributors or others having relationships with Sellers and the Business, ( iv ) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, actsof terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existingor underway as of the date hereof ( other than any of the foregoing that causes any material damage or destruction to or renders unusable anymaterial Purchased Assets and so long as the eﬀects do not have a materially disproportionate adverse eﬀect on the Purchased Assets, taken as awhole ), ( v ) any eﬀect that results from any action taken at the express prior written request of Buyer or with Buyer ’s prior written consent, ( vi ) anyfailure by the Business to meet any internal or published projections, forecasts or revenue or earnings predictions ( provided that the underlying causesof such failures may nevertheless constitute a Sellers Material Adverse Eﬀect, subject to the other provisions of this deﬁnition ) or ( vii ) changes in Lawor GAAP or any interpretation thereof ( so long as the eﬀects do not have a materially disproportionate eﬀect and adversely impact the PurchasedAssets or Business, taken as a whole and it being understood that this clause ( vii ) shall not apply with respect to any representation or warrantycontained in this Agreement the purpose of which is to address compliance with Law or GAAP or any interpretation thereof )