definiens: , when used in connection with [COMPANY] or [COMPANY], means any result, fact, change, effect, event, circumstance, occurrence or development that, individually or in the aggregate with all other adverseresults, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably beexpected to have, a material and adverse effect on ( i ) the business, operations, results of operations or condition(whether financial or otherwise ) of such Party and its Subsidiaries, taken as a whole or ( ii ) the ability of [COMPANY], QLTor either Party ’s Subsidiaries to perform their covenants or obligations under this Agreement or to consummate theTransaction ; provided, however, that any result, fact, change, effect, event, circumstance, occurrence or developmentshall not be deemed to constitute, and shall not be taken into account in determining whether there has been, aMaterial Adverse Effect to the extent that such result, fact, change, effect, event, circumstance, occurrence ordevelopment arises out of or results from : ( a ) changes, developments or conditions in or relating to general international, political, economic orfinancial or capital market conditions, or political, 111 economic or financial or capital market conditions in any jurisdiction in which such Party or any of itsSubsidiaries operates or carries on business ; ( b ) changes, developments or conditions resulting from any act of sabotage or terrorism or any outbreakof hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war ; ( c ) any natural disaster ; ( d ) changes or developments in or relating to currency exchange or interest rates ; ( e ) changes or developments affecting the pharmaceutical industry in general ; ( f ) any change in applicable Laws ( other than Orders against a Party or a Subsidiary thereof ) or U.S