definiens: shall mean any change or effect thatis, or is reasonably likely to be, materially adverse to the Product or theassets, revenues or profits relating to the Product or the manufacture, distribution or sale of the Product, other than any change, effect, event, circumstance or occurrence relating to ( a ) the economy or financial markets ingeneral, ( b ) conditions affecting the industry in which the Product participatesgenerally, provided that the Product is not materially disproportionatelyaffected as compared to other Persons engaged in such industry by such change, effect, event, circumstance or occurrence, ( c ) the transactions contemplated bythis Agreement, ( d ) actions required to be taken by applicable Law, ( e ) acts ofterrorism or war ( whether or not threatened, pending or declared ), ( f ) thepublic announcement of this Agreement or the transactions contemplated hereby,(g ) the declining sales of the Product due to competition, ( h ) the lack ofmarketing of the Product and ( i ) the refusal of Parent to provide its consentunder Section 7.2 if Parent acted unreasonably in withholding its consent