definiens: means, with respect to any entity, any other entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by theirterms voting power to elect a majority of the Board of Directors or other persons performing similar functions is directly orindirectly owned or controlled by the first entity or by one or more of its respective Subsidiaries ; ( b ) means ( i ) an effect that would prevent, materially delay or materially impair the ability of the Company toconsummate the Merger or otherwise prevent the performance by the Company of any of its material obligations under thisAgreement or ( ii ) a material adverse effect on the financial condition, facilities, assets, liabilities, business or results ofoperations of the Company and its Subsidiaries, taken as a whole ; provided, however, that none of the following shall bedeemed to constitute a Company Material Adverse Effect : ( A ) changes or developments in the biotechnology andpharmaceuticals industries generally, which changes or developments do not disproportionately affect the Company relativeto other participants in the biotechnology and pharmaceuticals industries ; ( B ) changes or developments in financial orsecurities markets or the economy in general, which changes do not disproportionately affect the Company ; ( C ) an act ofterrorism or other national calamity directly involving the United States, which act of terrorism or calamity does notdisproportionately affect the Company ; ( D ) the failure of the Company to meet projections of earnings, revenues or otherfinancial measure ( whether such projections were made by the Company or independent third parties ), in and of itself ( it beingunderstood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be takeninto account in determining, whether there has been, or will be, a Company Material Adverse Effect ) ; ( E ) any change in theCompany ’s stock price or trading volume, in and of itself ( it being understood that the facts or occurrences giving rise orcontributing to such failure may be deemed to constitute, or be taken into account in determining, whether there has been, orwill be, a Company Material Adverse Effect ) ; ( F ) the execution of this Agreement or announcement or consummation of thetransactions contemplated by this Agreement, including relations with employers, customers, suppliers or partners, or anyactions pursuant to ( or required by ) this 10 Agreement ; or ( G ) any adverse change, development, circumstance, event or occurrence relating to Panitumumab orDenosumab to the extent that it results from ( 1 ) an action by Parent or any of its Affiliates, ( 2 ) the omission of an action thatwas required to be, or reasonably should have been, taken by Parent or any of its Affiliates, or ( 3 ) facts and circumstancesactually known by Parent or any of its Affiliates as of the date hereof ; ( c ) means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under commoncontrol with such Person ; and ( d ) means any individual, corporation ( including not - for - profit ), general or limitedpartnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or otherentity of any kind or nature