definiens: and shall mean any event or situation that has a materialadverse change or effect, respectively, on the operations, assets, Liabilities, results of operations, cash flows or financialcondition, or relations with material customers or material suppliers, of the Business, taken as a whole, other than any suchchange or effect resulting from or arising in connection with ( i ) the announcement, performance or pendency of thisAgreement or the transactions contemplated hereby, ( ii ) changes or conditions affecting the pharmaceutical industry, generally, ( iii ) changes in economic, regulatory or political conditions generally, ( iv ) changes in financial markets, includingprevailing interest rates or market conditions ; ( v ) developments or announcements, including product approvals and clinicaltrial results with respect to competitive or potentially competitive therapies or products, ( vi ) resignations or departures ofemployees engaged in the Business, ( vii ) fluctuations in foreign currency exchange rates, ( viii ) any failure to meet internal orpublished projections, estimates or forecasts of revenues, earnings, development timelines or other measures of financial oroperating performance for any period, ( ix ) changes in applicable laws or interpretations thereof by Governmental Entities or(x ) changes or effects that are the result of actions taken by Buyer that have an effect on the Business