definiens: means any change, effect, event, occurrence or fact that, individually or in the aggregate, would reasonably be expected to result in, or has resulted in, a materially adverse change or effect to ( a ) the assets, liabilities or condition of the Business or the Purchased Assets or the conduct, nature, or viability of the Business, taken as a whole, or ( b ) Seller ’s ability to consummate the Contemplated Transactions ; provided, however, that, for purposes o f clause ( a ), none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect : ( i ) any change, effect, e vent, occurrence, state of facts or development relating to the economy in general in the United States or in any other jurisdiction in which Seller has operations or conducts business, or conditions generally affecting the industries in which Seller opera tes the Business, so long as the effects do not have a materially disproportionate adverse effect on the Purchased Assets or Business, taken as a whole, ( ii ) any change, effect, event, occurrence, state of facts or development reasonably attributable to co nditions affecting the pharmaceutical industry ( other than as may arise or result from regulatory action by a Regulatory Authority ), so long as the effects do not have a materially disproportionate adverse effect on the Purchased Assets or Business, taken as a whole ( iii ) the announcement, pendency or completion of the Contemplated Transactions, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with Seller and the Business, ( iv ) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, milit ary actions, political instability, acts of terrorism or war existing or underway as of the date hereof ( other than any of the foregoing that causes any material damage or destruction to or renders unusable any material Purchased Assets and so long as the effects do not have a materially disproportionate adverse effect on the Purchased Assets, taken as a whole ), ( v ) any effect that results from any action taken at the express prior written request of Buyer or with Buyer ’s prior written consent, ( vi ) any failure by the Business to meet any internal or published projections, forecasts or revenue or earnings predictions ( provided that the underlying causes of such failures may nevertheless constitute a Material Adverse Effect, subject to the other provisions of this definition ) or ( vii ) changes in Law or GAAP or any interpretation thereof ( so long as the effects do not have a materially disproportionate effect and adversely impact the Purchased Assets or Business, taken as a whole and it being understood that th is clause ( vii ) shall not apply with respect to any representation or warranty contained in this Agreement the purpose of which is to address compliance with Law or GAAP or any interpretation thereof )