definiens: means any Effect that has a material adverse effect on the assets, business, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole, but shallnot include ( i ) Effects to the extent arising from ( A ) changes generally affecting the pharmaceuticals industry or thesegments thereof in which the Company and the Company Subsidiaries operate in the United States or elsewhere,(B ) changes generally affecting the economy or the financial, debt, credit or securities markets, in the United Statesor elsewhere, ( C ) changes in any political conditions or developments in general, or resulting from any outbreak orescalation of hostilities, declared or undeclared acts of war or terrorism, ( D ) changes or proposed changes in Law(including rules and regulations ), interpretations thereof, regulatory conditions or GAAP or other accounting standards(or interpretations thereof ), including changes or proposed changes in Law or interpretation thereof of the typedescribed in Section 8.1(i ) ( irrespective of whether such change or proposed change would give rise to the right toterminate this Agreement under Section 8.1(i ) ) ( provided that in each of the foregoing clauses ( A)-(D ), such eventsmay be taken into account to the extent the Company is disproportionately affected relative to other similarly situatedcompanies ) or ( E ) actions of the Company or any Company Subsidiary which Parent has expressly requested inwriting ; or ( ii ) any decline in the stock price of the Company Shares on the NYSE or change in the credit rating of theCompany or any Company Subsidiary or any failure to meet internal or published projections, forecasts or revenue orearning predictions for any period ( provided that the underlying causes of such decline, change or failure may, to theextent not otherwise excluded, be considered in determining whether there is a Company Material Adverse Effect ) ; or(iii ) any Effect resulting from the announcement or the existence of this Agreement or the Transactions or theconsummation of the Transactions, including any litigation resulting or arising therefrom or with respect thereto(except that this clause ( iii ) shall not apply with respect to the Company ’s representations and warranties inSection 3.3(c ) )