definiens: means, when used in connection with the Company, any event, circumstance, change or effectthat, individually or when considered with any other events, circumstances, changes and effects, is or could reasonably beexpected to be any one or more of the following : ( a ) materially adverse to the business, assets, Liabilities, condition ( financialor otherwise ) or results of operations of the Company and its Subsidiaries ( other than Colorescience ) taken as a whole;(b ) prevent or materially delay the consummation of the Transactions ; or ( c ) receipt of orsimilar correspondence or written notice from the FDA or other Governmental Authority alleging or asserting noncomplianceby the Company, any of its Subsidiaries, or any Company Product with any applicable Health Care Law or Permit that, individually or when considered with any other events, circumstances, changes, or effects, are or could reasonably beexpected to be, materially adverse to the business or results of operations of the Company and its Subsidiaries ( other thanColorescience ) taken as a whole . Notwithstanding the foregoing, the term shall not include anyevent, circumstance, change or effect arising from or attributable to any of the following : ( i ) general economic and marketconditions, or any change in Laws and regulations or interpretations thereof, that do not disproportionately affect theCompany and its Subsidiaries ( other than Colorescience ) taken as a whole, relative to other Persons of the same size anddevelopment stage in the industry in which the Company and its Subsidiaries ( other than Colorescience ) conduct theirbusiness ; ( ii ) the effects of compliance with this Agreement on the Company and its Subsidiaries, including expenses incurredby the Company in consummating the transactions contemplated by this Agreement ; ( iii ) any breach by Parent or Merger Subof this Agreement or the Confidentiality Agreement ; ( iv ) any acts of God, calamities, acts of war or terrorism that do notdisproportionately affect the Company and its Subsidiaries ( other than Colorescience ) taken as a whole, relative to otherPersons of the same size and development stage in the industry in which the Company and its Subsidiaries ( other thanColorescience ) conduct their business ; or ( v ) any change in GAAP