definiens: means any event, effect, occurrence, development, state of circumstance, change, fact, or condition, that, individually or when taken together with all other events, effects, occurrences, developments, states of circumstances, changes, facts, or conditions has had or would reasonably be expected tohave a material adverse effect on ( a ) the assets and properties of the Business, the Purchased Assets or the AssumedLiabilities, in each case, taken as a whole, or ( b ) the ability of Seller or Seller Affiliates, as the case may be, to performtheir respective obligations under this Agreement and the Ancillary Agreements, or to consummate the Transactions;provided, however, that none of the following events, effects, occurrences, developments, states of circumstances, changes, facts, or conditions shall be deemed, either alone or in combination, to constitute a Material Adverse Effect, or be taken into5 account in determining whether there has or will be a Material Adverse Effect : ( i ) changes or effects in business, economic, social, political, regulatory or legal conditions or financial markets generally ; ( ii ) changes in GAAP ; ( iii)changes or effects that generally affect the medical device industry ; ( iv ) changes or effects that arise out of or areattributable to the commencement, occurrence, continuation or intensification or reduction or cessation of any war(whether or not declared ), sabotage, armed hostilities, acts of terrorism, any epidemic or pandemic, and anyobligations imposed by a Governmental Authority in response to any of the foregoing and any economicconsequences of any of the foregoing ; ( v ) earthquakes, hurricanes or other natural disasters or acts of God ; ( vi)changes or effects that relate to any failure by Seller to meet internal projections or forecasts for any period ( includingwith respect to the Purchased Assets or Products ) ( it being understood that the facts and circumstances giving rise tosuch failure that are not otherwise excluded from the definition of Material Adverse Effect shall be taken in account indetermining whether there is or has been a Material Adverse Effect ) ; ( vii ) any change in Seller ’s or its Affiliates ’ stockprices or trading volumes ( it being understood that the facts and circumstances giving rise to such change in stockprices or trading volumes that are not otherwise excluded from the definition of Material Adverse Effect shall be takenin account in determining whether there is or has been a Material Adverse Effect ) ; or ( viii ) changes or effects that ariseout of or are attributable to the public announcement of this Agreement or the Transactions ; except in the case ofclauses ( i ), ( ii ), ( iii ), ( iv ) or ( v ), to the extent such event, effect, occurrence, development, state of circumstance, change, fact, or condition has a disproportionate adverse effect on the Business, the Purchased Assets or theAssumed Liabilities, in each case taken as a whole, as compared with other comparable businesses operating in themedical device industry