definiens: with respect to any Person shall mean any event or situation that has a material adverse change or effect, respectively, on : ( a ) the business, operations, assets, liabilities ( absolute, accrued, contingent or otherwise ), condition ( financial or otherwise ) or prospects of such Person, other than any such change or effect resulting from or arising in connection with ( i ) the announcement . performance or pendency of this Agreement or the Contemplated Transactions, ( m changes or conditions affecting the pharmaceutical industry, generally, ( iii ) changes in economic or political conditions generally, ( iv ) changes in financial markets . including prevailing interest rates or market conditions : ( v ) developments or announcements, including product approvals and clinical trial results with respect to competitive or potentially competitive therapies or products . ( vi ) resignations or departures of employees engaged in the Operations . ( yii ) fluctuations in foreign currency exchange rates, ( viii ) any failure to meet internal or published projections . estimates or forecasts of revenues, earnings, development timelines or other measures of financial or operating performance for any period, Ox ) changes or effects that are the result of actions taken by Buyer that have an effect on the Assets : or ( x ) changes in applicable laws or intemretations thereof by Governmental Entities : or ( b ) such Person 's ability to consummate the transactions contemplated by this Agreement . other than any such change or effect resulting from or arising in connection with the circumstances set for in subparagraphs ( i ) through Ox ) above