definiens: means any event, fact, condition, occurrence, change or effect that is orwould reasonably be expected to be materially adverse to the Exploitation of the Product or the Purchased Assets, taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combination, toconstitute a Material Adverse Effect, or be taken into account in determining whether there has or will be a MaterialAdverse Effect : ( a ) changes in political or economic conditions ( including changes in interest or exchange rates ) inany country in which Purchased Assets are located or in which the Business operates, or in the securities, syndicatedloan, credit or financial markets of any such country ; ( b ) changes in general market conditions affecting theExploitation of the Product in general or within the United States ; ( c ) changes in GAAP ; ( d ) changes or effects thatarise out of or are attributable to the acts or omissions of, or circumstances affecting, Purchaser and/or its Affiliates;(e ) changes or effects that generally affect the markets in which the Product is Exploited ; ( f ) changes or effects thatarise out of or are attributable to the commencement, occurrence, continuation or intensification or reduction orcessation of any war ( whether or not declared ), sabotage, armed hostilities or acts of terrorism ; ( g ) changes or effectsthat arise out of or are attributable to earthquakes, hurricanes or other natural disasters, epidemics or other outbreaksof disease ; ( h ) changes or effects that relate to any failure by Seller to meet internal projections or forecasts for anyperiod ( including with respect to the Purchased Assets or Product ), or that arise out of or are attributable to marketconditions with respect to the Product, including the availability of generic alternatives or alternative therapies andtreatments ; and ( i ) any action taken by Seller as required by this Agreement or with Purchaser ’s consent, except, inthe case of clauses ( a ), ( b ), ( c ), ( e ) and ( f ), for those changes or effects that have a disproportionate impact on theExploitation of the Product relative to other comparable pharmaceutical product