definiens: means any Effect that, individually or in the agg regate, has, or would reasonably be expected to have, a material ad verse effect on the Acquired Assets or the financia l condition, business or results of operations of the Business, in each case taken as a whole ; provided, however, that no Effects resulting from the following shall be deemed to constitute a Material Adverse Effect o r shall be taken into account when determining whether a Mater ial Adverse Effect has occurred or would reasonably be expected to occur : ( i ) general legal, tax, economic, political or regulatory conditions ( or changes th erein ) in the markets in which the Business operates, including a ny changes affecting financial, credit or capital m arket conditions ; ( ii ) conditions ( or changes therein ) in the market for branded 9 pharmaceutical products, cardiovascular pharmaceuti cal products or the pharmaceutical industry general ly ; ( iii ) any changes in financial, banking or securiti es markets in general, including any disruption the reof and any decline in the price of any security or any market index or any change in prevailing interest or excha nge rates ; ( iv ) acts of war ( whether or not declared ), armed h ostilities or terrorism, or the escalation or worse ning thereof ; ( v ) any action required by this Agreement or any ac tion taken ( or omitted to be taken ) with the writte n consent of or at the written request of Buyer ; ( vi ) any change s or prospective changes in applicable Laws or acco unting rules or principles ( including GAAP ) or the enforce ment, implementation or interpretation thereof ; ( vi i ) the announcement of, or the pendency of, this Agreement or consummation of the Transactions, including ( A ) the identity of Buyer, ( B ) any departure or termination of any officers, directors, employees or independe nt contractors of Seller Parent or its Subsidiaries, ( C ) the termination or potential termination of ( or the failure or potential failure to renew or enter into ) any Contr acts with customers, suppliers, distributors or oth er business partners, and ( D ) any other negative development ( o r potential negative development ) in Sellers ’ relat ionships with any of their customers, suppliers, distributor s or other business partners ; ( viii ) the results of any pre - clinical or clinical testing sponsored by any third party ; ( ix ) any natural or man - made disaster or acts of God ; or ( x ) the failure to meet any financial or other plan, estima te, budget or projection ( provided that the underlying cause of such failure, to the extent not otherwise excluded herein, may be taken into account in making a deter mination as to whether a Material Adverse Effect has occurred o r would reasonably be expected to occur ) ; provided further, however, that any Effect referred to in clauses ( i ) through ( iv ), ( vi ), or ( ix ) immediately above shal l be taken into account in determining whether a Material Adverse E ffect has occurred or would reasonably be expected to occur to the extent that such Effect has a material ly disproportionate effect on the Business as compa red to other participants in the industries in which the Busines s is conducted