definiens: means any change or effect that is materially adverse to the business of the Acquired Centerstaken as a whole, but shall exclude any change, effect or circumstance resulting or arising from : ( a ) events, circumstances, changes or effects that generally affect the industries in which Seller operates ( including thepharmaceutical and blood - related products industries ), ( b ) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, ( c ) changes caused by a materialworsening of current conditions caused by acts of terrorism or war ( whether or not declared ) occurring after the datehereof, ( d ) changes arising from the consummation of the transactions contemplated under this Agreement or theannouncement of the execution of this Agreement, including ( i ) any actions of competitors, ( ii ) any actions taken by orlosses of employees, or ( iii ) any delays or cancellations of orders for products or services, ( e ) any reduction in the priceof products in response to the reduction in price of comparable products offered by a competitor or potential competitor,(f ) any change in accounting practices or policies of Seller as required by GAAP, ( g ) any announcement, ruling ordetermination by any Governmental Authority with respect to the status of a regulatory approval, ( h ) any changes in Law,(i ) any circumstance, change or effect that results from any action taken pursuant to or in accordance with thisAgreement or at the request of Buyer, and ( j ) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position ( provided, thatthe underlying causes of such failure may, if they are not otherwise excluded from the definition of be taken into account in determining whether a Material Adverse Effect has occurred )