definiens: means any change, event, occurrence or development that has a materialadverse effect on the financial condition, assets, business or results of operations of Parent and its Subsidiaries, taken as awhole ; provided, however, that none of the following shall be taken into account in determining whether there has been, is orwould be a Parent Material Adverse Effect : ( A ) general economic conditions ( or changes in such conditions ) in the United States or any othercountry or region in the world, or conditions in the economy generally ; ( B ) conditions ( or changes in such conditions ) in the securities markets, capital markets, creditmarkets, currency markets or other financial markets, including ( x ) changes in interest rates, ( y ) changes inexchange rates for the currencies of any country or international body, and ( z ) any suspension in trading in securities(whether equity, debt, derivative or hybrid securities ) on any securities exchange or over - the - counter market, in eachcase in the United States or any other country or region in the world ; ( C ) any conditions ( or changes in such conditions ) generally affecting companies operating in thehealthcare or pharmaceutical industries ; ( D ) any failure by Parent or any of its Subsidiaries to meet any internal or published budgets, projections, forecasts, estimates, plans or predictions for any period ( provided that the exception in thisclause ( D ) shall not prevent or otherwise affect a determination that any change, effect or development underlyingsuch failure that is not otherwise excluded from being taken into account by clauses ( A ) through ( C ) and ( E ) through(I ) has resulted in a Parent Material Adverse Effect ) ; ( E ) the execution and delivery of this Agreement or the disclosure, pendency or consummation of thisAgreement or the transactions contemplated 16 herein, including the impact thereof on the relationships, contractual or otherwise, of Parent or any of its Subsidiarieswith their respective officers, directors, employees, independent contractors or business partners or with any otherthird party ( provided that this clause ( E ) shall not apply to the representations and warranties made by Parent inSection 6.2(d ) ) ; ( F ) any changes or proposed changes in GAAP or in Laws applicable to Parent or any of itsSubsidiaries or the enforcement or interpretation thereof ( provided that this clause ( F ) shall not apply to anyrepresentation or warranty to the extent the purpose of such representation or warranty is to address theconsequences resulting from a failure to comply with GAAP or Laws applicable to Parent or its Subsidiaries or theenforcement or interpretation thereof ) ; ( G ) any geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such conditions, hostilities, acts of war, sabotage, terrorism or military actions threatened or underway ; ( H ) any change resulting from or arising out of a hurricane, tornado, earthquake, flood or other naturaldisaster or force majeure event ; or ( I ) any action expressly required to be taken pursuant to this Agreement or taken with the writtenconsent of the Company ; except, in the case of any of clause ( A ), ( B ), ( C ), ( F ) or ( G ) of this definition, to the extent that such changes in conditionshave a materially disproportionate adverse effect on Parent and its Subsidiaries, taken as a whole, relative to the adverseeffect that such changes have on other pharmaceutical businesses ( in which case only such incremental disproportionateimpact may be taken into account in determining whether there has been, is or would be a Parent Material Adverse Effect, tothe extent such change is not otherwise excluded from being taken into account by clauses ( A ) through ( I ) of this definition )