definiens: means any Effect that has a material adverse effect on the assets, business, results of operations or financial condition of Parent and the Parent Subsidiaries, taken as a whole, but shall notinclude ( i ) Effects to the extent arising from ( A ) changes generally affecting the pharmaceuticals industry or thesegments thereof in which Parent and Parent Subsidiaries operate in the United States or elsewhere, ( B ) changesgenerally affecting the economy or the financial, debt, credit or securities markets, in the United States or elsewhere,(C ) changes in any political conditions or developments in general, or resulting from any outbreak or escalation ofhostilities, declared or undeclared acts of war or terrorism, ( D ) changes or proposed changes in Law ( including rulesand regulations ), interpretations thereof, regulatory conditions or GAAP or other accounting standards ( orinterpretations thereof ), including changes or proposed changes in Law or interpretation thereof of the type describedin Section 8.1(i ) ( irrespective of whether such change or proposed change would give rise to the right to terminate thisAgreement under Section 8.1(i ) ) ( provided that in each of the foregoing clauses ( A)-(D ), such events may be takeninto account to the extent Parent is disproportionately affected relative to other similarly situated companies ) or(E ) actions of Parent or any Parent Subsidiary which the Company has expressly requested in writing ; or ( ii ) anydecline in the stock price of the Parent Shares on the NYSE or change in the credit rating of Parent or any ParentSubsidiary or any failure to meet internal or published projections, forecasts or revenue or earning predictions for anyperiod ( provided that the underlying causes of such decline, change or failure may, to the extent not otherwiseexcluded, be considered in determining whether there is a Parent Material Adverse Effect ) ; or ( iii ) any Effect resultingfrom the announcement or the existence of the Pending Parent Transaction Agreement, this Agreement, the PendingParent Transaction or the Transactions or the consummation of the Pending Parent Transactions or the Transactions, including any litigation resulting or arising therefrom or with respect thereto ( except that this clause ( iii ) shall not applywith respect to Parent ’s representations and warranties in Section 4.3(c ) ) or ( iv ) any Effect to the extent solely relatingto any of the Pending Parent Transaction Matters ( except to the extent that such Effect would impose or relate to anyliabilities or obligations of Parent or the Parent Subsidiaries after the completion of the Pending Parent Transaction )