definiens: means any state of facts, change, development, event, occurrence, effect or condition that, individually or in the aggregate, is materially adverse to the business, assets, liabilities, results of operations or financialcondition of Seller and its Subsidiaries, taken as a whole, but shall exclude any facts, change, development, event, occurrence, effect or condition to the extent resulting or arising from any one or more of the following : ( a ) changes, effects orevents that generally affect the industr(ies ) in which Seller operates ( including the pharmaceutical industry and Progesteroneproducts industry ) or the manufacture, Development or Commercialization of Progesterone products ( including legal andregulatory changes ) to the extent that they do not disproportionately affect Seller relative to other industry participants,(b ) general economic or political changes, effects or events affecting the financing or securities markets generally to the extentthat they do not disproportionately affect Seller relative to other industry participants, ( c ) changes, developments or eventscaused by an act of God or by acts of terrorism or war ( whether or not declared ) occurring after the Execution Date ( including, a material worsening of current conditions ), ( d ) changes, effects or events arising from, or in connection with, theconsummation ( or anticipated consummation ) of the Transactions or any of them, or the announcement of the execution of, this Agreement or the Other Agreements, the pendency or public disclosure of this Agreement or the Transactions, ( e ) anychange in accounting practices or policies of Seller as required by GAAP, ( f ) any changes, effects or events that result fromany action taken pursuant to or in accordance with this Agreement, the Other Agreements or at the written request of Buyer,(g ) any failure of Seller to meet estimates or expectations of Seller ’s revenues or earnings ( it being understood that the facts oroccurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining, whether there has been or will be a Material Adverse Effect ), or ( h ) any Action made or brought ( whether before or after theExecution Date ) by any of the current or former stockholders of Seller, arising out of this Agreement or the Transactions