definiens: means any change, effect or circumstance that ( i ) has a material adverse effect on the business, financial condition or results of operations of the Businesses taken as a whole, or ( ii ) materially impairs the ab ility of Parent to consummate the transactions cont emplated by this Agreement ; provided, however, that a shall not include any adv erse change, effect or circumstance directly or indirect ly resulting from or arising out of : ( A ) actions ta ken by the Parties in connection with this Agreement or at the request or with the consent of Buyer, or the failu re to 82 take any action prohibited by this Agreement ; ( B ) t he negotiation, execution, announcement, pendency o r performance of this Agreement or the transactions c ontemplated hereby, the consummation of the transac tions contemplated by this Agreement, the identity of ( or facts or circumstances related to ) Buyer, or any communications or disclosure by or on behalf of eit her Party regarding this Agreement or the transacti ons contemplated hereby, including, in any such case, t he impact thereof on relationships, contractual or otherwise, with customers, licensors, licensees, partners, sup pliers, vendors or employees ; ( C ) changes in the Bu sinesses ’ industry or in markets generally ; ( D ) changes in ec onomic conditions or financial markets in any count ry or region or globally, including changes in interest o r exchange rates and changes in currency and credit markets ; ( E ) changes in general legal, tax, regulatory, poli tical or business conditions in any country or regi on or changes in accounting standards ( or the interpretation ther eof ) ; ( F ) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threaten ed or underway as of the date of this Agreement ; ( G ) any failure by the Businesses to meet any projections, guidance, estimates, forecasts or milestones for or during an y period ( it being understood, however, that the fa ctors giving rise to any such failure are not otherwise excluded by this clause ( H ) from the definition of ) ; ( I ) earthquakes, hurricanes, tsun amis, tornadoes, floods, mudslides, wild fires or o ther natural disasters, weather conditions and other force majeu re events in any country or region ; ( J ) any change, development or state of facts relating to ( 1 ) the p roducts or product candidates of any third party, i ncluding the entry into the market of products competitive with any Product, or ( 2 ) the results of, or any announce ment or publication related to, any clinical trials or stud ies undertaken by any third party and any negative publicity or unfavorable media attention resulting therefrom ; or ( K ) any Excluded Liability or the matters describe d on Schedule 6.1 ; provided further, however, that any c hange, effect or circumstance referred to in clause s ( C ) through ( F ) or ( I ) immediately above shall be t aken into account in determining whether a Business Material Adverse Effect has occurred or would reasonably be expected to occur solely to the extent that such ch ange, effect or circumstance has a materially disproporti onate effect on the Businesses as compared to other participants in the industries in which the Busines ses are conducted