definiens: means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to result in, or has resulted in, any change or effect, that ( a ) is materially adverse to the ass ets, liabilities or condition of the Purchased Assets, taken as a whole, or ( b ) would reasonably be expected to prevent or materially impede, materially interfere with, materially hinder or materially delay Seller ’s ability to consummate the Contemplated T ransactions ; provided that, for purposes of clause ( a ), none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect : ( i ) any change, effect, event, occurrence, state of facts or development relating to the economy in general in the United States or in any other jurisdiction in which the Seller has operations or conducts business, so long as the effects do not disproportionately and adversely impact the Purchased Assets, taken as a whole, ( ii ) any change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the pharmaceutical industry ( other than as may arise or result from regulatory action by a Regulatory Authority ), so long as the effects do not disproportionately and adversely impact the Purchased Assets, taken as a whole, ( iii ) the public announcement of this Agreement and the Contemplated Transactio ns, ( iv ) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any suc h hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof ( other than any of the foregoing that causes any material damage or destruction to or renders unusable any material Purchased Assets and so long as the effects do not disproportionately and adversely impact the Purchased Assets, taken as a whole ), ( v ) any effect that results from any action taken at the express prior written request of Buyer or with Buyer ’s prior written consent, or ( v i ) changes in Law or GAAP or any interpretation thereof ( so long as the effects do not disproportionately and adversely impact the Purchased Assets, taken as a whole and it being understood that this clause ( vi ) shall not apply with respect to any represen tation or warranty contained in this Agreement the purpose of which is to address compliance with Law or GAAP or any interpretation thereof )