definiens: means any change, effect or circumstance that, individually or in the aggregate with all otherchanges, effects and circumstances, is or would reasonably be expected to be materially adverse to the Business as operated asof the Execution Date by [COMPANY] or its Affiliates ( including the Acquired Assets, Licensed IP and/or Assumed Liabilities),disregarding any changes, effects or circumstances to the extent they arise out of ( a ) a deterioration in the economy in generalin the United States or any country in which the [COMPANY] Business is conducted, ( b ) an outbreak or escalation of hostilitiesinvolving the United States or any member state of the European Union, the declaration by the United States or any memberstate of the European Union of a national emergency or war, or the occurrence of any acts of terrorism, ( c ) a change in LegalRequirements ( d ) the announcement of the Contemplated Transactions ( including a loss of customers, suppliers, distributors, service providers or employees to the extent attributable thereto ) or ( e ) any failure to promote Licensed Product