definiens: means any change, development, event, condition, circumstance or effect that has had or would be reasonably expected tohave, alone or in combination with any other change, development, event, occurrence, condition, circumstance, or effect, a materially adverse effect on thebusiness, assets, financial condition or results of operation of the Transferred Assets, the RHOFADE Business, the RHOFADE Licensed Patents, or the AssumedLiabilities, taken as a whole, but excluding ( individually or in combination ) anychange, development, event, condition, change, circumstance or adverse effectcaused by or relating to : ( a ) general business, economic, regulatory or politicalconditions in the United States or any other jurisdiction, ( b ) the pharmaceuticalindustries and markets in which Seller operates in general ( except to the extent theTransferred Assets or Assumed Liabilities are disproportionately affected comparedto other similarly situated industry and market participants ), ( c ) the announcement ofthis Agreement or the consummation of the transactions contemplated by thisAgreement, ( d ) effects or conditions resulting from Seller ’s exploration of strategicoptions for the RHOFADE Business, including any employee departures ; ( e ) thetaking of any action by Buyer or its Affiliates, or the taking of any actions specificallyrequired or contemplated by this Agreement, ( f ) any acts of terrorism or war, sabotage, armed hostilities, earthquakes, hurricanes or natural disasters, ( g ) the failure to meetinternal expectations or projections, estimates or forecasts of revenues, earnings, orother measures of financial or operating performance for any period ( it beingunderstood and agreed that the facts or occurrences giving rise or contributing to anysuch failure may be deemed to constitute, or be taken into account in determiningwhether there has been or would reasonably be expected to be, a Material AdverseEffect ) or ( h ) any change in accounting requirements or principles or any change inapplicable Laws or interpretation thereof ; except, in the case of clauses ( a ), ( b ) or ( f),to the extent that such change, development, event, occurrence, fact or effect has orwould reasonably be expected to have a disproportional effect on the RHOFADEBusiness relative6CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THISEXHIBIT BECAUSE IT IS BOTH ( I ) NOT MATERIAL AND ( II ) WOULD BECOMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED . OMISSIONS AREDESIGNATED [ * * * ] to other businesses in the pharmaceutical industries and geographies in which theRHOFADE Business operates ( in which case, solely the disproportionate impactshall be taken into account )