definiens: means any change, effect or circumstance that, individually or in the aggregate with allother changes, effects and circumstances is or would reasonably be expected to be, materially adverse to theOncology Products Business or the Alemtuzumab MS Business as operated as of the Execution Date by [COMPANY] or itsAffiliates, ( including the Acquired Assets, Business - Specific Licensed IP, and Assumed Liabilities ), disregarding anychanges, effects or circumstances to the extent they arise out of ( a ) a deterioration in the economy in general in theUnited States or any country in which such Oncology Products Business or Alemtuzumab MS Business isconducted, so long as any such deterioration does not have a disproportionate impact on such Oncology ProductsBusiness or Alemtuzumab MS Business ( including the Acquired Assets, Business - Specific Licensed IP, andAssumed Liabilities ), ( b ) an outbreak or escalation of hostilities involving the United States or any member state ofthe European Union, the declaration by the United States or any member state of the European Union of a nationalemergency or war, or the occurrence of any acts of terrorism, so long as any of the foregoing do not have adisproportionate impact on such Oncology Products Business or Alemtuzumab MS Business ( including the AcquiredAssets, Business - Specific Licensed IP, and Assumed Liabilities ), ( c ) a change in Legal Requirements or ( d ) theannouncement of the Contemplated Transactions ( including a loss of customers, suppliers, distributors, serviceproviders or employees to the extent attributable thereto )