definiens: means a change, event or effect that is or is reasonablylikely to, individually or in the aggregate, have a material adverse effect on ( i ) on the Transferred Assets, taken as a whole, or ( ii ) the ability of Seller ( or any member of Seller Group ) to consummate the transactionscontemplated by this Agreement, in either case, other than any effect arising out of, relating to, resulting fromor in connection with ( A ) any change in the United States or foreign economies in general or securities orfinancial markets in general ( to the extent that such change does not have a materially disproportionate effecton the Transferred Assets as compared to other similar assets ), ( B ) any change that affects the genericpharmaceutical industry ( to the extent that such change does not have a materially disproportionate effect onthe Transferred Assets as compared to other similar assets ), ( C ) any natural disaster or act of nature or anyhostility, act of war, sabotage, terrorism, military action or any escalation or worsening thereof, ( D ) any actiontaken by Purchaser with respect to the Acquisition, ( E ) any change in Applicable Law or accounting rules orthe interpretation thereof, ( F ) the failure of the Products to meet any projections ( it being understood that theunderlying causes of such failure may, if they are not otherwise excluded from the definition of Seller MaterialAdverse Effect, be taken into account in determining whether a Seller Material Adverse Effect has occurred),(G ) the compliance with the terms of, or the taking any action required by, this Agreement or ( H ) the publicannouncement of this Agreement and the Ancillary Agreements or the consummation of the transactionscontemplated by this Agreement and the Ancillary Agreements