definiens: means any change, circumstance, development, effect or occurrence that, individually or in the aggregate, has or would reasonably be expected to be materially adverse to ( x ) the business, condition ( financial or otherwise ), Assets, Liabilities, operations or results of operations of the [COMPANY] Therapy BU, thePurchased Assets or the Products, taken as a whole, or ( y ) the ability of Seller to consummate the Transactions;provided, however, the foregoing clause ( x ) shall exclude any change, circumstance, development, effect or occurrenceto the extent resulting or arising from : ( a ) events, circumstances, changes or effects that generally affect the industriesin which Seller operates ( including the pharmaceutical and blood - related products industries, or the manufacture ordistribution of BIVIGAM ), ( b ) general economic or political conditions in the United States or in Germany or events, circumstances, changes or effects affecting the U.S. or German securities markets generally, ( c ) changes caused by amaterial worsening of current conditions caused by acts of terrorism or war ( whether or not declared ) occurring in theUnited States or in Germany after the date hereof, ( d ) changes arising from the announcement of the Transactions or theannouncement of the execution of this Agreement, the Commercial Agreements, the Equity Documents or the OtherAgreements, ( e ) any change in accounting practices or policies of Seller as required by GAAP, ( f ) any changes in Lawafter the date hereof, or ( g ) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets orfinancial or operating predictions of revenue, earnings, cash flow or cash position ( provided, that the underlying causesof such failure may, if they are not otherwise excluded from the definition of be takeninto account in determining whether a Seller Material Adverse Effect has occurred ) ; provided, that the matters describedin clauses ( a ), ( b ), ( c ), ( e ) and ( f ) shall be included in the term to the extent any suchmatter has a disproportionate and adverse impact on the business, condition ( financial or otherwise ), Assets, Liabilities, operations or results of operations of Seller and its Subsidiaries, taken as a whole, relative to other participants in thesame business as Seller