definiens: shall mean any change, circumstance, event or effect ( other than any matter described inthe Disclosure Letter attached hereto to the extent the import of such matter is reasonably apparent on the face of suchdisclosure ) that, individually or in the aggregate, has or would reasonably be expected to have, a material adverse effect on theBusiness, the Transferred Assets, results of operations or condition ( financial or otherwise ) of the Transferred Assets or theBusiness, or the Assumed Liabilities, taken as a whole, or on the ability of Seller or its Relevant Affiliates to perform theirrespective obligations under, or consummate, the transactions contemplated by this Agreement ; provided, however no effectarising from or relating to the following will be deemed to constitute a Material Adverse Effect, or will be taken into accountin determining whether a Material Adverse Effect has occurred : ( i ) any change in business, economic, social, political or legalconditions or financial markets generally in the Product Territories or elsewhere, ( ii ) any change or condition generallyaffecting the pharmaceutical industry in the Product Territories or elsewhere, ( iii ) changes in Laws or accounting standards, including interpretations thereof by courts or any other Governmental Authority, ( iv ) the outbreak of war or acts of terrorism, hurricanes, other natural disasters or acts of God in the Product Territories or elsewhere or ( v ) the announcement of, or thetaking of any action required by or with the written consent of either Purchaser pursuant to, this Agreement and the AncillaryAgreements, except, in each case, where such change has a disproportionate adverse effect on the results of operations orcondition ( financial or otherwise ) of the Transferred Assets or Business, taken as a whole, relative to other Persons carrying ona similar business