definiens: means any Effect that, individually or in the aggregate together with allother Effects : ( x ) has a material adverse effect on the financial condition, business or results of operations of Buyerand its Subsidiaries, in each case taken as a whole, or ( y ) materially impairs the ability of Buyer to consummate, orprevents or materially delays, the Transactions ; provided, however, that, in the case of clause ( x ), no Effects resultingfrom the following shall be deemed to constitute a Buyer Material Adverse Effect or shall be taken into account whendetermining whether a Buyer Material Adverse Effect has occurred or would reasonably be expected to occur:(a ) general legal, tax, economic, political or regulatory conditions ( or changes therein ) in the markets in which Buyeroperates, including any changes affecting financial, credit or capital market conditions ; ( b ) conditions ( or changestherein ) in the market for branded pharmaceutical products, infectious disease pharmaceutical products or thepharmaceutical industry generally ; ( c ) any changes in financial, banking or securities markets in general, including anydisruption thereof and any decline in the price of any security or any market index or any change in prevailing interestor exchange rates ; ( d ) acts of war ( whether or not declared ), armed hostilities, cyber - attack or terrorism, or theescalation or worsening thereof ; ( e ) compliance by Buyer and its Subsidiaries with the terms of this Agreement or anyaction taken ( or omitted to be taken ) with the written consent of or at the written request of Seller Parent ; ( f ) anychanges or prospective changes in applicable Laws or accounting rules or principles ( including GAAP ) or theenforcement, implementation or interpretation thereof ; ( g ) the announcement of, or the pendency of, this Agreement orconsummation of the Transactions, including the identity of Seller Parent ; ( h ) any natural or man - made disaster oracts of God ; ( i ) the failure to meet any financial or other plan, estimate, budget or projection ( provided that theunderlying cause of such failure, to the extent not otherwise excluded herein, may be taken into account in making adetermination as to whether a Buyer Material Adverse Effect has occurred or would reasonably be expected to occur);or ( j ) any change in Buyer ’s stock price or trading volume ( provided that the underlying cause of such change, to theextent not otherwise excluded herein, may be taken into account in making a determination as to whether a BuyerMaterial Adverse Effect has occurred or would reasonably be expected to occur ), except to the extent ( and only to theextent ) any such Effect described in clauses ( a ), ( b ), ( c ), ( d ), ( f ) or ( h ) is disproportionately adverse on the financialcondition, business or results of operations of Buyer, in each case taken as a whole, as compared to participants inthe life science industry