definiens: means with respect to the Business, any effect, change, event or occurrence that, individually or in the aggregate ( a ) would prevent or materially delay, interfere wit h, impair or hinder the consummation of the Transactions or the compliance by Seller with its obligations under thi s Agreement or ( b ) has a material adverse effect on t he business, results of operations, assets or condi tion ( financial or otherwise ) of the Business taken as a whole ; provided, however, that none of the followi ng, and no effect, change, event or occurrence arising out of, or resulting from, the following, shall constitute or be taken into account in determining whether a Material Adve rse Effect has occurred or would reasonably be expe cted to occur with respect to this clause ( b ): any effect, change, event or occurrence ( i ) generally affecting ( A ) the industry in which the Business operates, including changes in the use, adoption or non - adoption of tec hnologies or industry standards, or ( B ) the economy, credit o r financial or capital markets, in the United State s or elsewhere in the world, including changes in intere st or exchange rates, or ( ii ) to the extent arising out of, resulting from or attributable to ( A ) changes or pr ospective changes in Law ( including changes or pros pective changes in generally applicable rules, regulations and administrative policies of the FDA ) or in GAAP or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of an y of the foregoing, or any changes or prospective changes in general legal, regulatory or political conditions, ( B ) any change proximately caused by ( 1 ) the negotiation, e xecution or announcement of the Merger Agreement or this Agreement or the performance of the Merger Agreemen t or this Agreement in accordance with their respec tive terms or the consummation of the Merger or the Tran sactions ( other than compliance with Section 6.01(a ) or for purposes of any representations or warranties conta ined in Sections 4.02(c ), 4.03, 4.11(a)(i ) or ( ii ) ) or ( 2 ) the announcement of the Other Transactions or the consu mmation thereof pursuant to Contracts that do not, by their respective terms, adversely affect in any material way the composition of the Business, Purchased Asse ts or Assumed Liabilities ( other than with respect to co- owned Intellectual Property included within the Pur chased Assets or the separation of Shared Contracts on ter ms and subject to conditions substantially similar to Section 2.04 ) or contravene the covenants of Seller or Abbo tt hereunder, including in the case of each of ( 1 ) and ( 2 ) the impact thereof on relationships, contractual or oth erwise, with customers, suppliers, distributors, pa rtners, employees or regulators, or any litigation arising from allegations of breac h of fiduciary duty or violation of Law relating to the Merger Agreement, this Agreement or the consummation 6 of the Merger or the Transactions, ( C ) acts of war ( whether or not declared ), sabotage or terrorism, o r any escalation or worsening of any such acts of war ( wh ether or not declared ), sabotage or terrorism, ( D ) volcanoes, tsunamis, pandemics, earthquakes, hurricanes, torna dos or other natural disasters, ( E ) any action take n by Seller or its Subsidiaries with Purchaser ’s written consen t or at Purchaser ’s written request, ( F ) any change resulting or arising from the identity of, or any facts or circu mstances relating to, Purchaser or any of its Affil iates, ( G ) any change or prospective change in Seller ’s credit rat ings, ( H ) any decline in the market price, or chang e in trading volume, of the capital stock of Seller or ( I ) any f ailure of the Business to meet any internal or publ ic projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating pr edictions of revenue, earnings, cash flow or cash position ( it b eing understood that the exceptions in clauses ( G ), ( H ) and ( I ) shall not prevent or otherwise affect a determinati on that the underlying cause of any such change, de cline or failure referred to therein ( to the extent not othe rwise falling within any of the exceptions provided by clause ( i ) and clauses ( ii)(A ) through ( I ) hereof ) is, may be, contributed to or may contribute to, a Material Ad verse Effect ) ; provided further, however, that any effect, change, event or occurrence referred to in clause ( i ) or clauses ( ii)(A ), ( C ) or ( D ) may be taken into account in de termining whether there has been, or would reasonab ly be expected to be, a Material Adverse Effect to the ex tent such effect, change, event or occurrence has a disproportionate adverse effect on the Business, ta ken as a whole, as compared to other participants i n the industry in which the Business operates ( in which c ase the incremental disproportionate impact or impa cts may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect )