definiens: means an event, fact, condition, occurrence, change or effect that ( a ) is materiallyadverse to the business, results of operations or financial condition of the Product Business, the Purchased Assetsand the Assumed Liabilities, taken as a whole, or ( b ) prevents or materially impedes or materially delays theconsummation by Seller of the transactions contemplated by this Agreement and the Ancillary Agreements ; provided, however, that, except as provided in clause ( vii ) below, none of the following, and no events, facts, conditions, occurrences, changes or effects resulting from the following, shall be deemed ( individually or in combination ) toconstitute, or shall be taken into account in determining whether there has been, a :( i ) political or economic conditions or conditions affecting the capital or financial markets generally ; ( ii ) conditionsgenerally affecting any industry or industry sector in which the Product Business operates or competes or in which theProduct is Manufactured or Exploited, including increases in operating costs ; ( iii ) any change in accountingrequirements or applicable Law ; ( iv ) any hostility, act of war, sabotage, terrorism or military actions, or any escalationof any of the foregoing ; ( v ) any hurricane, flood, tornado, earthquake or other natural disaster or force majeure event;(vi ) the public announcement, execution or delivery of this Agreement or the pendency or consummation of thetransactions contemplated hereby, including any reduction in revenue, any disruption in ( or loss of ) supplier, distributor, customer, partner or similar relationships or any loss of employees resulting therefrom ; ( vii ) the failure ofthe Product Business to achieve any financial projections, predictions or forecasts ( provided, that the underlyingcauses of such failure shall not be excluded ) ; and ( viii ) the failure to take any action that Seller or any of its Affiliateshas requested the consent of Buyer to take ( where such consent is required hereunder and unreasonably withheld, conditioned or delayed by Buyer, provided, that in such case Seller has made Buyer aware that withholding, conditioning or delaying such consent could reasonably be expected to result in a Material Adverse Effect ) and forwhich Buyer did not grant such consent or the taking of any action by Seller or any of its Affiliates that iscontemplated by this 6THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF ACONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKEDWITH [ * ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION