definiens: means any change, occurrence, condition, event or effect that is materiallyadverse to ( i ) the business of developing, manufacturing, marketing, selling and otherwise exploiting theProduct and the Purchased Assets, taken as a whole, but shall exclude any change, occurrence, condition, event or effect resulting or arising solely from : ( a ) events, changes, effects or circumstances that generallyaffect the industries in which Seller operates or the manufacture of products in such industry ( including legaland regulatory changes ), ( b ) general economic or political conditions or events, circumstances, changes oreffects affecting the securities markets generally, ( c ) changes caused by a material worsening of currentconditions caused by acts of terrorism or war ( whether or not declared ) occurring after the date hereof,(d ) changes in GAAP or regulatory accounting requirements, ( e ) changes arising from ( A ) theconsummation of the Transaction or ( B ) the announcement of the execution of this Agreement or theRelated Agreements, or ( f ) any circumstance, change or effect that results from any action taken pursuant toor in accordance with this Agreement, the Related Agreements or at the request of Purchaser ; provided thatany changes, occurrences, conditions, events or effects of the nature described in clauses ( a ), ( b ), ( c ) or(d ) shall only be excluded so long as they do not have a disproportionate effect on the business ofdeveloping, manufacturing, marketing, selling and otherwise exploiting the Product, taken as a whole, ascompared to the effect on the business of other Persons in the industries in which Seller operates ; or ( ii ) theability of Seller and Parent to timely perform their obligations hereunder and to consummate theTransaction