definiens: means an event, fact, condition, occurrence, circumstance, change or effect ( ) that, considered together with all other Effects is, or would reasonably be expected to ( a ) be materially adverse to the business, results of operations or conditio n ( financial or otherwise ) of the Product Business, t he Purchased Assets, and the Assumed Liabilities, taken as a whole, or ( b ) prevent or materially impe de or delay the consummation by Seller of any of th e Transactions ; provided, however, that, except as provided in the last sentence of this definition, none of the following, and no Effects resulting from the fo llowing, shall be deemed ( individually or in combination ) to constitute, or shall be taken into account in determining whether there has been, a : ( i ) political or economi c conditions or conditions affecting the capital or financial markets generally ; ( ii ) any change in acc ounting requirements or applicable Law ; ( iii ) any hostility, act of war, sabotage, terrorism or milit ary actions, or any escalation of any of the forego ing ; ( iv ) any hurricane, flood, tornado, earthquake or o ther natural disaster or force majeure event ; ( v ) t he public announcement, execution or delivery of the A greement or the pendency or consummation of the Transactions contemplated hereby ; ( vi ) conditions a ffecting the prescription opioid market generally ; and ( vii ) the failure of the Product Business to achiev e any financial projections, predictions or forecas ts in and of itself ( provided, that the underlying causes of such failure shall not be excluded ) ; except, in each of clauses ( i ), ( ii ) and ( vi ), for those conditions that have a disproportionate effect on the Product Business, the Purchased Assets, and Assumed Liabili ties, taken as a whole, relative to other Persons operating businesses in the pharmaceutical industry