definiens: means any change, development, event, occurrence, factor effect that has or would be reasonably expected to have, alone or in combination with anyother change, development, event, occurrence, fact or effect, a materially adverse effect onthe business, assets, financial condition or results of operation of the Rhofade Assets, theRhofade Licensed Patents or the Rhofade Business, taken as a whole ; provided, however, that none of the following ( individually or in combination ) shall be deemed to constitute, orshall be taken into account in determining whether there has been, a Material Adverse Effect:(a ) any adverse effect resulting from or relating to changes in general business, economic, regulatory or political conditions in the United States or any other jurisdiction ; ( b ) any adverseeffect resulting directly or indirectly from conditions generally affecting the pharmaceuticalsindustry in the United States or any other jurisdiction ; ( c ) any adverse effect resulting directlyor indirectly from or relating to the announcement of the Agreement or the consummation ofthe Contemplated Transactions ; ( d ) effects or conditions resulting from Seller ’s exploration ofstrategic options for the Rhofade Business, including any employee departures ; ( e ) anyeffects resulting from the restructuring of the medical dermatology business of Seller and itsAffiliates, including the termination by Seller of its salesforce as related to the RhofadeBusiness in January 2018 ; ( f ) any adverse effect resulting directly or indirectly from orrelating to any change in accounting requirements or principles or any change in ApplicableLaws or the interpretation thereof ; ( g ) the failure to meet internal expectations or projections, estimates or forecasts of revenues, earnings, or other measures of financial or operatingperformance for any period ( it being understood and agreed that the facts or occurrencesgiving rise or contributing to any such failure may be deemed to constitute, or be taken intoaccount in determining whether there has been or would reasonably be expected to be, aMaterial Adverse Effect ) ; ( h ) any adverse effects to the extent they arise out of or areattributable to any actions or statements by Buyer or its Affiliates ; ( i ) any action or inaction ofBuyer or its Affiliates, or any action or inaction of Seller or its Affiliates taken or not taken atthe written request of Buyer, after the date hereof ; ( j ) changes that arise out of or areattributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism or earthquakes, hurricanes or other naturaldisasters ; except, in the case of clauses ( a ), ( b ), ( f ) or ( j ), to the extent that such change, development, event, occurrence, fact or10Confidential and ProprietaryCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITYREQUEST