definiens: shall mean any change, circumstance, event, condition, occurrenceor development that, individually or in the aggregate, has had or would reasonably be expected to have amaterial adverse effect on the business, assets, results of operations or financial condition of the Business, taken as a whole, or that prevents or materially impairs, or would reasonably be expected to prevent ormaterially impair, the ability of the Seller to perform its obligations under this Agreement or that prevents ormaterially impedes, interferes with, hinders or delays, or would reasonably be expected to prevent or materiallyimpede, interfere with, hinder or delay, the consummation of the Transactions, other than any changes, circumstances, events or conditions resulting from : ( a ) general economic conditions in any of the markets inwhich the Business operates ( provided that the Seller is not disproportionately affected as compared to otherparticipants in the same industry as the Seller ) ; ( b ) any change in economic conditions or the financial, banking, currency or capital markets in general ( provided that the Seller is not disproportionately affected as comparedto other participants in the same industry as the Seller ) ; ( c ) any calamity or other conditions generally affectingthe medical or pharmaceutical industry ( provided that the Seller is not disproportionately affected as comparedto other participants in the same industry as the Seller ) ; ( d ) acts of God or other calamities, national orinternational political or social conditions, including the engagement by any country in hostilities, whethercommenced before or after the date of this Agreement, and whether or not pursuant to the declaration of anational emergency or war, or the occurrence of any military or terrorist attack ; ( e ) changes in Laws orinterpretations thereof affecting the medical or pharmaceutical industry in general ( provided that the Seller isnot disproportionately affected as compared to other participants of similar size and in the same industry as theSeller ) ; ( f ) changes in GAAP or interpretations thereof or other accounting principles or requirements ( but notany changes made by the Seller to its own accounting rules or procedures, other than as required by suchchanges in GAAP or interpretations thereof or other accounting principles or requirements ) ; ( g ) any actionstaken, failures to take action, or other changes or events relating to the Seller, in each case to which thePurchasing Parties have consented in writing ; ( h ) the taking of any action contemplated by this Agreement andthe other agreements contemplated hereby ; or ( i ) any failure to meet any internal or public projections, forecastsor estimates of earnings or revenues ( unless such failure is due to a circumstance that would separatelyconstitute a Material Adverse Effect )