definiens: means any result, o ccurrence, fact, change, event or effect that is materially adverse to, or would reasonably be expec ted to be materially Page 7 of 59 adverse to, the condition ( financial or otherwise ), assets, liabilities, obligations, operations or bu siness of the Radiopharmacy Business and Purchased Assets, taken as a whole, except for any result, occurrence, fact, change, event or effect that arises out of, results from or is attributable to : ( i ) changes that are the resul t of factors generally affecting radiopharmacy and nuclear medic ine department markets in the Territory ; ( ii ) any a dverse change, effect or circumstance arising out of or re sulting from actions contemplated by the Parties in connection with this Agreement or the pendency or announcement of the Transactions ( including any adverse change, effect or circumstance arising out of or resulting from an y contact, discussions, requests or negotiations in volving Buyer or its Representatives, on the one hand, and any counterparty to an Assigned Contract, on the ot her hand, including with respect to notices or consents to an y of the Transactions ) ; ( iii ) changes or proposed c hanges in applicable Laws, regulatory conditions, policies or government programs or the interpretation, applica tion or non - application of applicable Laws, conditions, pol icies or programs by any Governmental Authority ; ( i v ) any change to generally accepted accounting principles or in the interpretation thereof ; ( v ) any failure, in and of itself, of Seller to meet any projection or forecas t ( it being understood that the causes underlying t he failure may be taken into account in determining whether a Mate rial Adverse Effect has occurred ) ; or ( vi ) changes that are the result of economic factors affecting the nation al, regional or world economy or securities or curr ency markets, or acts of war or terrorism ; provided that the exceptions described in clauses ( i ), ( iii ), ( i v ) or ( vi ) above will not apply to the extent that such result, occu rrence, fact, change, event or effect has a materia l and disproportionate effect on the Radiopharmacy Busine ss as whole, relative to radiopharmacies and/or nuc lear medicine departments in the Territory