definiens: means any condition, change, event, occurrence or effect that, individually or inthe aggregate with all other conditions, changes, events, occurrences or effects, is or would reasonably be expectedto ( a ) be materially adverse to the business, assets, liabilities ( contingent or otherwise ), results of operations orfinancial condition of a Person ; other than any condition, change, event, occurrence or effect, directly or indirectly, arising out of, resulting from or relating to the following : ( i ) any condition, change, event, occurrence or effect in any ofthe industries or markets in which such Person operates ; ( ii ) any enactment of, change in, or change in interpretationof, any Law or GAAP or governmental policy ( it being understood that this clause ( ii ) shall not apply with respect to arepresentation or warranty contained in this Agreement to the extent that the purpose of such representation orwarranty is to address compliance with applicable Law or GAAP ) ; ( iii ) general economic, regulatory or politicalconditions ( or changes therein ) or conditions ( or changes therein ) in the financial, credit or securities markets(including changes in interest or currency exchange rates ) in any country or region in which such Person conductsbusiness ; ( iv ) any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation orworsening of acts of terrorism, armed hostilities or war ; ( v ) the announcement, pendency of or performance of theTransactions, including the impact of any of the foregoing on any relationships, contractual or otherwise, withcustomers, suppliers, distributors, collaboration partners, employees or regulators ( it being understood that this clause(v ) shall not apply with respect to a representation or warranty contained in this Agreement to the extent that thepurpose of such representation or warranty is to address the consequences arising from the execution and delivery ofthis Agreement or the consummation of the Transactions or the performance of obligations under this Agreement);(vi ) any action taken by such Person that is expressly required by the terms of this Agreement if required ( it beingunderstood that this clause ( vi ) shall not apply with respect to a representation or warranty contained in thisAgreement to the extent that the purpose of such representation or warranty is to address the consequences arisingfrom the execution and delivery of this Agreement or the consummation of the Transactions or the performance ofobligations under this Agreement ) ; to the extent, in each of clauses ( i ) through ( iv ), that such condition, change, event, occurrence or effect does not affect such Person in a disproportionate manner relative to other participants inthe business and industries in which such Person operates ; or ( b ) to prevent or materially impede, interfere with, hinder or delay the consummation by the Person of the Transactions