definiens: means any change or effect, event, circumstance, occurrence, state offacts or development that would prevent Buyer from consummating the Contemplated Transactions ; provided, thatnone of the following events, changes, developments, effects, conditions, circumstances, matters, occurrences orstate of facts shall be taken into account in determining whether there has been or may be a Buyer Material AdverseEffect : ( i ) any change or development in United States financial or securities markets, general economic or businessconditions, or political or regulatory conditions, ( ii ) any act of war, armed hostilities or terrorism, ( iii ) any change ordevelopment in the pharmaceuticals industry, ( iv ) any change in Law or GAAP or the interpretation or enforcement ofeither, ( v ) any termination or failure to renew by any Governmental Authority of any Permit of Buyer, ( vi ) theannouncement, execution or consummation of this Agreement or any of the Ancillary Agreements or theconsummation of any of the Contemplated Transactions, ( vii ) any change resulting from the actions or failure to act ofthe Company, Seller or Merck, or ( viii ) any change resulting from the failure of the Company or Seller to reasonablyconsent to any acts or actions requiring the Company ’s or Seller ’s consent under this Agreement and for which Buyerhas sought such consent except, in the case of clauses ( iii ) or ( iv ), to the extent such events, changes, developments, effects, conditions, circumstances, matters, occurrences or state of facts have a materiallydisproportionate effect on Buyer ( and which such materially disproportionate effect is durationally significant ) relativeto other Persons engaged in the pharmaceuticals industry