definiens: means any change or effect, event, circumstance, occurrence, state offacts or development that ( a ) would reasonably be likely to have a material adverse effect on the business, operationsor financial condition of the Company, or ( b ) would prevent the Company or Seller from consummating theContemplated Transactions ; provided, that none of the following events, changes, developments, effects, conditions, circumstances, matters, occurrences or state of facts shall be taken into account in determining whether there hasbeen or may be a Company Material Adverse Effect : ( i ) any change or development in United States financial orsecurities markets, general economic or business conditions, or political or regulatory conditions, ( ii ) any act of war, armed hostilities or terrorism, ( iii ) any change or development in the pharmaceuticals industry, ( iv ) any change in Lawor GAAP or the interpretation or enforcement of either, ( v ) any termination or failure to renew by any GovernmentalAuthority of any Permit of the Company, ( vi ) the announcement, execution or consummation of this Agreement or anyof the Ancillary Agreements or the consummation of any of the Contemplated Transactions, or ( vii ) any changeresulting from the failure of Buyer to reasonably consent to any acts or actions requiring Buyer ’s consent under thisAgreement and for which the Company has sought such consent except, in the case of clauses ( iii ) or ( iv ), to theextent such events, changes, developments, effects, conditions, circumstances, matters, occurrences or state offacts have a materially disproportionate effect on the Company ( and which such materially disproportionate effect isdurationally significant ) relative to other Persons engaged in the pharmaceuticals industry