definiens: means an event, fact, condition, occurrence, change or effect that is or wouldreasonably be expected to be materially adverse to the business, results of operations or financial condition of theProduct Business, the Purchased Assets and the Assumed Liabilities, taken as a whole ; provided, however, thatnone of the following, and no events, facts, conditions, occurrences, changes or effects resulting from the following, shall be deemed ( individually or in combination ) to constitute, or shall be taken into account in determining whetherthere has been, a : ( i ) political or economic conditions or conditions affecting the capital orfinancial markets generally, including the worsening of any existing conditions ; ( ii ) conditions generally affecting anyindustry or industry sector in which the Product Business operates or competes or in which the Products areManufactured or Exploited, including increases in operating costs ; ( iii ) any change or prospective change in applicableaccounting requirements or applicable Law ; ( iv ) any hostility, act of war, sabotage, terrorism or military actions, or anyescalation of any of the foregoing ; ( v ) any hurricane, flood, tornado, earthquake or other natural disaster or forcemajeure event ; and ( vi ) the failure of the Product Business to achieve any financial projections, predictions, forecastsor estimates of revenues for any period ( provided, that the underlying causes of such failure shall not be excludedunless otherwise excluded pursuant to this definition ) ; except, in each of clauses ( i ) through ( iii ), for those conditionsthat have a materially disproportionate effect on the Product Business, the Purchased Assets and AssumedLiabilities, taken as a whole, relative to other Persons operating businesses similar to the Product Business