definiens: shall mean any event, circumstance, change or effect that has had a material adverseeffect on the business, the results of operations or the financial condition of the Company and its Subsidiaries, taken as awhole ; provided, however, that no change or effect arising out of or in connection with or resulting from any of the-3- following shall be deemed by itself or by themselves, either alone or in combination, to constitute or contribute to aCompany Material Adverse Effect : ( a ) changes generally affecting the economy, financial or securities markets or political conditions in the UnitedStates, Canada, United Kingdom, France, the European Union, Malta, New Zealand, Australia, or Brazil, to the extent suchchanges do not adversely affect the Company and its Subsidiaries taken as a whole in a disproportionate manner relative toother participants in the pharmaceutical or the generic pharmaceutical industry ; ( b ) changes or developments, including changes in Law or the interpretation or enforcement thereof, affecting thepharmaceutical industry or the generic pharmaceutical industry generally ; ( c ) any changes in IFRS and provisions of the Companies Act or other accounting standards, or authoritativeinterpretations thereof ; ( d ) acts of war, armed hostility or terrorism to the extent such changes do not adversely affect the Company and itsSubsidiaries in a disproportionate manner relative to other participants in the pharmaceuticals or generic pharmaceuticalsindustry ; ( e ) any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub - licensee, shareholder, co - promotion or joint venture partner relationships attributable to the negotiation, execution or announcementof this Agreement and the Sale, including the identity of Parent as the acquiror of the Company ; ( f ) any failure by the Company to meet any internal or published projections or forecasts or estimates of revenues orearnings for any period ( it being understood and agreed that the facts and circumstances giving rise to such failure that arenot otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determiningwhether there has been a Company Material Adverse Effect ) ; ( g ) general financial or capital market conditions, including interest rates or currency exchange rates, or changestherein ; and ( h ) any action or omission required pursuant to the terms of this Agreement, or pursuant to the written request orconsent of Parent