definiens: shall mean, with respect to the Business, taken as a whole, or to the Purchased Assets, taken as a whole, any event, chan ge or effect that, when taken individually or toget her with all other adverse events, changes and effects, ( a ) is o r would reasonably be expected to be materially adv erse to the financial condition, assets, business or operations of the Business, taken as a whole, or to the Purch ased Assets, taken as a whole or ( b ) would prevent or materially delay consummation of the Transactions ; provided, however, that any events, changes or effects will not be dee med to constitute a Material Adverse Effect to the extent resulting from ( i ) general changes or conditions in general e conomic, political or market conditions or in the i ndustries ( or therapeutic areas ) in which the Business operates, except to the extent that such changes or condition s in the industries ( or therapeutic areas ) in which the Busi ness operates have a materially disproportionate ef fect on the Business, taken as a whole, compared with other com panies or businesses operating in such industries ( or therapeutic areas ) ; ( ii ) the loss or departure ( or threatened loss or departure ) of directors, officer s, employees, or other service providers of the Business, or the ter mination, reduction ( or potential reduction ) or any other adverse development ( or potential adverse development ) in t he Business ’s relationships with any of its custome rs, suppliers, distributors or other business partners, in each case as a result of the announcement or pe ndency of this Agreement or the Transactions or the performance by the parties of the obligations hereunder ; ( iii ) an y failure by any Seller Entity or the Business to meet internal projections or forecasts for any period ( provided t hat the underlying causes of such failure may be taken into account in determining whether there has been a Ma terial Adverse Effect ) ; ( iv ) acts of war or terrorism ( or the escalation of the foregoing ) or natural disaste rs or other force majeure events ; ( v ) any epidemic, pandemic or disea se outbreak ( including COVID-19 ), or any law, regul ation, statute, directive, pronouncement or guideline issu ed by a Governmental Authority, the Centers for Dis ease Control and Prevention, the World Health Organizati on or industry group providing for business closure s, or other restrictions that re late to, or arise out of, an epidemic, pandemic or disease outbreak ( including COVID-19 ) or any change in such law, reg ulation, statute, directive, pronouncement or guide line or interpretation thereof following the date of this A greement ; ( vi ) changes in any Legal Requirements ap plicable to the Business or applicable accounting regulations o r principles or the interpretation thereof ; ( vii ) t he acts or omissions of, or circumstances affecting, Purchaser or its Affiliates ; ( viii ) compliance by the Seller Entities or any of their Affiliates with a request by Purchaser tha t the Seller Entities or any of their Affiliates ta ke an action ( or refrain from taking an action ) to the extent such a ction or inaction is in compliance with such reques t ; and ( ix ) any action taken by the Seller Entities or any of their Affiliates as required by this Agreement ( other th an any action to comply with Section 7.1 of this Agreement ) or wi th Purchaser ’s written consent