definiens: means any Effect that, individually or in the aggregate together with all otherEffects : ( x ) has a material adverse effect on the Acquired Assets, the Transferred Group or the financial condition, business or results of operations of the Business, in each case taken as a whole or ( y ) materially impairs the ability ofSellers to consummate, or prevents or materially delays, the Transactions ; provided, however, that in the case ofclause ( x ), no Effects resulting from the following shall be deemed to constitute a Material Adverse Effect or shall betaken into account when determining whether a Material Adverse Effect has occurred or would reasonably beexpected to occur : ( a ) general legal, tax, economic, political or regulatory conditions ( or changes therein ) in themarkets in which the Business operates, including any changes affecting financial, credit or capital market conditions;(b ) conditions ( or changes therein ) in the market for branded pharmaceutical products, infectious diseasepharmaceutical products or the pharmaceutical industry generally ; ( c ) any changes in financial, banking or securitiesmarkets in general, including any disruption thereof and any decline in the price of any security or any market index orany change in prevailing interest or exchange rates ; ( d ) acts of war ( whether or not declared ), armed hostilities, cyber - attack or terrorism, or the escalation or worsening thereof ; ( e ) compliance by Seller Parent and its Subsidiaries withthe terms of this Agreement or any action taken ( or omitted to be taken ) with the written consent of or at the writtenrequest of Buyer ; ( f ) any changes or prospective changes in applicable Laws or accounting rules or principles(including GAAP ) or the enforcement, implementation or interpretation thereof ; ( g ) the announcement of, or thependency of, this Agreement or consummation of the Transactions, including the identity of Buyer ; ( h ) the results ofany pre - clinical or clinical testing sponsored by Seller Parent or any of its Subsidiaries, any of their competitors or anyof their respective collaboration partners ; ( i ) any change or prospective change in reimbursement or payor rules orpolicies applicable to any product or product candidates of Seller Parent or any of its Subsidiaries or the products orproduct candidates of any of their competitors ; ( j ) any natural or man - made disaster or acts of God ; ( k ) the failure tomeet any financial or other plan, estimate, budget or projection ( provided that the underlying cause of such failure, tothe extent not otherwise excluded herein, may be taken into account in making a determination as to whether aMaterial Adverse Effect has occurred or would reasonably be expected to occur ) ; or ( l ) any change in Seller Parent’sstock price or trading volume ( provided that the underlying cause of such change, to the extent not otherwiseexcluded herein, may be taken into account in making a determination as to whether a Material Adverse Effect hasoccurred or would reasonably be expected to occur ), except to the extent ( and only to the extent ) any such Effectdescribed in clauses ( a ), ( b ), ( c ), ( d ), ( f ) or ( j ) is disproportionately adverse on the Acquired Assets or the financialcondition, business or results of operations of the Business, in each case taken as a whole, as compared toparticipants in the life science industry