definiens: means any effect, change, development, event or circumstance that, individually or inthe aggregate, has had or would reasonably be expected to have a material adverse effect on ( i ) the business, operations, assets or properties, liabilities, condition ( financial or otherwise ) or results of operations of the Company andthe Company Subsidiaries, taken as a whole ; provided, however, that in no event shall any effect resulting from theoccurrence of any of the following be considered a Material Adverse Effect : ( a ) any change in general economic orpolitical conditions or changes affecting the industry generally in which the Company or any Company Subsidiaryoperates, so long as such change does not have a disproportionate impact on the Company and the CompanySubsidiaries, taken as a whole ; ( b ) any natural disaster, any act of terrorism, sabotage, military action or war ( whether ornot declared ) or any other social or political disruption, in each case including any escalation or worsening thereof solong as such event does not have a disproportionate impact on the Company and the Company Subsidiaries, taken as awhole ; ( c ) any adverse change arising from or relating to any change in accounting requirements applicable to theCompany or any Company Subsidiary ( including GAAP ) or to any change in Laws or Orders applicable to the Companyor any Company Subsidiary or, in each case, in the interpretation thereof ; ( d ) the announcement of this Agreement or thetransactions contemplated by this Agreement or other communication by Purchaser of its plans or intentions withrespect to the Company or any Company Subsidiary ; ( e ) the consummation of the transactions contemplated by thisAgreement or any actions by Purchaser, Acquisition Subsidiary, the Company or any Company Subsidiary takenpursuant to this Agreement, including the impact of any of the foregoing on the relationships, contractual or otherwise, ofthe Company or the Company Subsidiaries with other Persons, including Governmental Authorities, customers, suppliers, officers or employees ( provided that this clause ( e ) shall not diminish the effect of, and shall be disregardedfor purposes of, the representations and warranties contained in Sections 4.4(b ) and 4.4(c ) ) ; ( f ) any failure by theCompany to meet any internal, published or analysts ’ projections, forecasts or revenue or earnings predictions for anyperiod ending on or after the date of this Agreement ( it being understood that the effects giving rise or contributing tosuch failure that are not otherwise excluded from the definition of a may be deemed toconstitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect hasoccurred ) ; ( g ) any adverse change arising from or relating to the approval or launch of, or any change in the pricing of, any pharmaceutical product ; or ( h ) any matter disclosed on the Disclosure Schedule ; or ( ii ) the ability of the Company toconsummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder