definiens: means with respect to ADMA, any change, circumstance, development, effector occurrence that, individually or in the aggregate, has or would reasonably be expected to be materially adverse to ( x)the business, condition ( financial or otherwise ), Assets, Liabilities, operations or results of operations of ADMA and itsSubsidiaries, taken as a whole, or ( y ) the ability of ADMA to consummate the Transactions ; provided, however, theforegoing clause ( x ) shall exclude any change, circumstance, development, effect or occurrence to the extent resultingor arising from : ( a ) events, circumstances, changes or effects that generally affect the industries in which ADMAoperates ( including the pharmaceutical and blood - related products industries ), ( b ) general economic or political conditionsin the United States or Germany or events, circumstances, changes or effects affecting the U.S. or German securitiesmarkets generally, ( c ) changes caused by a material worsening of current conditions caused by acts of terrorism or war(whether or not declared ) occurring in the United States or Germany after the date hereof, ( d ) changes arising from theannouncement of the Transactions or the announcement of the execution of this Agreement, the CommercialAgreements, the Equity Documents or the Other Agreements, ( e ) any change in accounting practices or policies ofADMA as required by GAAP, ( f ) any changes in Law after the date hereof, ( g ) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flowor cash position ( provided, that the underlying causes of such failure may, if they are not otherwise excluded from thedefinition of be taken into account in determining whether an ADMA Material AdverseEffect has occurred, ( h ) the Complete Response Letter received by ADMA in July 2016 from the FDA, or ( i ) theacquisition by Buyer of the Purchased Assets and Assumed Liabilities ; provided, that the matters described in clauses(a ), ( b ), ( c ), ( e ) and ( f ) shall be included in the term to the extent any such matter has adisproportionate and adverse impact on the business, condition ( financial or otherwise ), Assets, Liabilities, operations orresults of operations of ADMA and its Subsidiaries, taken as a whole, relative to other participants in the same businessas ADMA