definiens: or means any effect or change that, individually or when taken together with all other effects and changes, is or would reasonably beexpected to be materially adverse to the business, assets ( including Intellectual Property ), resultsof operations or condition ( financial or otherwise ) of the Business, taken as a whole ; providedthat none of the following shall be deemed to constitute, and none of the following shall be takeninto account in determining whether there has been, a Material Adverse Effect or MaterialAdverse Change : ( a ) any adverse change or effect, after the date hereof, arising from or relatingto ( 1 ) general business or economic conditions, including such conditions related to theBusiness, ( 2 ) national or international political or social conditions, including the engagement bythe United States in hostilities, whether or not pursuant to the declaration of a nationalemergency or war, or the occurrence of any military or terrorist attack upon the United States, orany of its territories, possessions, or diplomatic or consular offices or upon any militaryinstallation, equipment or personnel of the United States, ( 3 ) financial, banking, or securitiesmarkets ( including any disruption thereof and any decline in the price of any security or anymarket index ), ( 4 ) changes in United States generally accepted accounting principles, ( 5 ) changes in laws, rules, regulations, orders, or other binding directives issued by anyGovernmental Entity ( in the case of each of subclauses ( 1)-(5 ), other than any changes andeffects to the extent that such changes or effects, individually or in the aggregate, wouldreasonably be expected to have a disproportionate adverse effect on the Business as comparedto other participants in the U.S. or international pharmaceutical industry ) or ( 6 ) the failure of anybioequivalence study with respect to any products of the Business under development ; and(b ) any adverse change or effect relating to the Business that is cured by Seller before the earlierof ( 1 ) the Closing Date and ( 2 ) the date on which this Agreement is terminated pursuant to 0hereof