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 with, impair or hinder the consummation of the Transactions or the compliance by Sellerwith its obligations under this Agreement or ( b ) has a material adverse effect on the business, results of operations, assets or condition ( financial or otherwise ) of the Business taken as awhole ; provided, however, that none of the following, and no effect, change, event or occurrencearising out of, or resulting from, the following, shall constitute or be taken into account indetermining whether a Material Adverse Effect has occurred or would reasonably be expected tooccur with respect to this clause ( b ): any effect, change, event or occurrence ( i ) generallyaffecting ( A ) the industry in which the Business operates, including changes in the use, adoptionor non - adoption of technologies or industry standards, or ( B ) the economy, credit or financial orcapital markets, in the United States or elsewhere in the world, including changes in interest orexchange rates, or ( ii ) to the extent arising out of, resulting from or attributable to ( A ) changes orprospective changes in Law ( including changes or prospective changes in generally applicablerules, 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 any of theforegoing, or any changes or prospective changes in general legal, regulatory or politicalconditions, ( B ) any change proximately caused by ( 1 ) the negotiation, execution orannouncement of the Merger Agreement or this Agreement or the performance of the MergerAgreement or this Agreement in accordance with their respective terms or the consummation ofthe Merger or the Transactions ( other than compliance with Section 6.01(a ) or for purposes of anyrepresentations or warranties contained in Sections 4.02(c ), 4.03, 4.11(a)(i ) or ( ii ) ) or ( 2 ) theannouncement of the Other Transactions or the consummation thereof pursuant to Contracts thatdo not, by their respective terms, adversely affect in any material way the composition of theBusiness, Purchased Assets or Assumed Liabilities ( other than with respect to co - ownedIntellectual Property included within the Purchased Assets or the separation of Shared Contractson terms and subject to conditions substantially similar to Section 2.04 ) or contravene thecovenants of Seller or Abbott hereunder, including in the case of each of ( 1 ) and ( 2 ) the impactthereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any litigation arising from allegations of breach of fiduciaryduty or violation of Law relating to the Merger Agreement, this Agreement or the consummation ofthe Merger or the Transactions, ( C ) acts of war ( whether or not declared ), sabotage or terrorism, or any escalation or worsening of any such acts of war ( whether or not declared ), sabotage orterrorism, ( D ) volcanoes, tsunamis, pandemics, earthquakes, hurricanes, tornados or6other natural disasters, ( E ) any action taken by Seller or its Subsidiaries with Purchaser ’s writtenconsent or at Purchaser ’s written request, ( F ) any change resulting or arising from the identity of, or any facts or circumstances relating to, Purchaser or any of its Affiliates, ( G ) any change orprospective change in Seller ’s credit ratings, ( H ) any decline in the market price, or change intrading volume, of the capital stock of Seller or ( I ) any failure of the Business to meet any internalor public projections, forecasts, guidance, estimates, milestones, budgets or internal or publishedfinancial or operating predictions of revenue, earnings, cash flow or cash position ( it beingunderstood that the exceptions in clauses ( G ), ( H ) and ( I ) shall not prevent or otherwise affect adetermination that the underlying cause of any such change, decline or failure referred to therein(to the extent not otherwise 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 AdverseEffect ) ; provided further, however, that any effect, change, event or occurrence referred to inclause ( i ) or clauses ( ii)(A ), ( C ) or ( D ) may be taken into account in determining whether there hasbeen, or would reasonably be expected to be, a Material Adverse Effect to the extent such effect, change, event or occurrence has a disproportionate adverse effect on the Business, taken as awhole, as compared to other participants in the industry in which the Business operates ( in whichcase the incremental disproportionate impact or impacts may be taken into account indetermining whether there has been, or would reasonably be expected to be, a Material AdverseEffect )