definiens: means any event, change, effect, development oroccurrence that, individually or together with any other event, change, effect, development oroccurrence, ( a ) would prevent, materially delay or materially impair the ability of [COMPANY] to 4 consummate the transactions contemplated hereby ( including the Acquisition ) prior to the EndDate or ( b ) has had or would reasonably be expected to have a material adverse effect on thecondition ( financial or otherwise ), properties, assets, liabilities, business, operations or results ofoperations of [COMPANY] and its Subsidiaries, taken as a whole ; provided that, solely for thepurposes of clause ( b ), no event, change, effect, development or occurrence to the extentresulting from or arising out of any of the following shall be deemed to constitute an AllerganMaterial Adverse Effect or shall be taken into account in determining whether there has been, orwould reasonably be expected to be, an [COMPANY] Material Adverse Effect : ( i ) any changes ingeneral United States or global economic conditions, ( ii ) any changes in conditions generallyaffecting the industries in which [COMPANY] or any of its Subsidiaries operate, ( iii ) any decline, inand of itself, in the market price or trading volume of [COMPANY] Shares ( it being understood andagreed that the facts, events, developments or occurrences giving rise to or contributing to suchdecline that are not otherwise excluded from the definition of [COMPANY] Material Adverse Effectmay, to the extent not otherwise excluded, be taken into account in determining whether therehas been, or would reasonably be expected to be, an [COMPANY] Material Adverse Effect ), ( iv ) anychanges in political conditions or in securities, credit, financial, debt or other capital markets, ineach case in the United States or any foreign jurisdiction, ( v ) any failure, in and of itself, byAllergan or any of its Subsidiaries to meet any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period(it being understood and agreed that the facts, events, developments or occurrences giving riseto or contributing to such failure that are not otherwise excluded from the definition of AllerganMaterial Adverse Effect may, to the extent not otherwise excluded, be taken into account indetermining whether there has been, or would reasonably be expected to be, an AllerganMaterial Adverse Effect ), ( vi ) the execution and delivery of this Agreement, the publicannouncement of this Agreement or the consummation of the transactions contemplated hereby(including the Acquisition ) ( it being understood and agreed that the foregoing shall not apply withrespect to any representation or warranty that is intended to expressly address the consequencesof the execution, delivery or performance of this Agreement or the consummation of thetransactions contemplated hereby ( including the Acquisition ) or Condition 4(ii ) to the extent itrelates to such representations and warranties ), ( vii ) any adoption, implementation, promulgation, repeal, modification, amendment or change of any applicable Law of or by any GovernmentalEntity, ( viii ) any changes or prospective changes in GAAP, ( ix ) any changes in geopoliticalconditions, the outbreak or escalation of hostilities, any acts of war, sabotage, cyberattack orterrorism, or any escalation or worsening of any such acts of war, sabotage, cyberattack orterrorism threatened or underway as of the date of this Agreement, ( x ) any epidemic, plague, pandemic or other outbreak of illness or public health event, hurricane, earthquake, flood or othernatural disasters, acts of God or any change resulting from weather conditions, ( xi ) any matter setforth in Section 6.1(a)(k)(ii ) of the [COMPANY] Disclosure Schedule or ( xii ) any action taken byAllergan or any of its Subsidiaries that is expressly required to be taken by [COMPANY] or any of itsSubsidiaries pursuant to this Agreement or any action expressly requiring [COMPANY] ’s consentpursuant to this Agreement which is not taken as a result of the failure of [COMPANY] to consent tosuch action following request for such consent by [COMPANY], except in the case of each of clauses(i ), ( ii ), ( iv ), ( vii ), ( viii ), ( ix ) or ( x ), to the extent that any such event, change, effect, development oroccurrence has a disproportionate adverse effect on [COMPANY] and its Subsidiaries, taken as awhole, relative to the adverse effect such event, change, effect, development or occurrence hason other companies operating in the industries in which [COMPANY] and its Subsidiaries operate