definiens: shall mean an event, occurrence, fact or change that materially affects the business, assets or operati ons of the Company ( other than any event, occurrence, fact or change resulting from a breach of this Agreement by the Company ) occurring or arising after the date hereof that was not known or reasonably foreseeable to the Board of Directors as of the date hereof, which event, occurrence, fact or change becomes known to the Board of Directors prior to the Offer Acceptance Time, other than ( i ) changes in the Company Common Stock price, in and of itself ( however, the underlying reasons for such changes may con stitute an Intervening Event ), ( ii ) any Acquisition Proposal, ( iii ) the fact that, in and of itself, the Company exceeds any internal or published projections, estimates or expectations of the Company ’s revenue, earnings or other financial performance or r esults of operations for any period, in and of itself ( however, the underlying reasons for such events may constitute an Intervening Event ), or ( iv ) the results of any clinical trials