definiens: means any fact, change, event, development, condition, circumstance, occurrence oreffect that ( a ) is, or would reasonably be expected to be, materially adverse to the business, condition ( financial or otherwise),assets, liabilities or results of operations of the Company and the Company Subsidiaries, taken as a whole ; provided, however, that none of the following facts, changes, events, developments, conditions, circumstances, occurrences or effects shall betaken into account in determining whether there has been or will be, a Company Material Adverse Effect : ( i ) changesgenerally affecting the economy, financial or securities markets or political or regulatory conditions, to the extent suchchanges do not adversely affect the Company and the Company Subsidiaries in a disproportionate manner relative to otherparticipants in the pharmaceutical or biotechnology industry ; ( ii ) changes in the pharmaceutical or biotechnology industry, tothe extent such changes do not adversely affect the Company and the Company Subsidiaries in a disproportionate mannerrelative to other participants in such industry ; ( iii ) any change in Law or the interpretation thereof or GAAP or theinterpretation thereof ; ( iv ) acts of war, armed hostility or terrorism to the extent such changes do not adversely affect theCompany and the Company Subsidiaries ; ( v ) any change attributable to the negotiation, execution or announcement of theOffer and the Merger, including any litigation resulting therefrom, and any adverse change in customer, employee, supplier, financing source, licensor, licensee, sub - licensee, stockholder, joint venture partner or similar relationships, including withoutlimitation as a result of the identity of Parent ; ( vi ) any publicly available statement made by Parent or the Purchaserconcerning the Company or the Company Subsidiaries, or any employees, customers or suppliers of the Company, orotherwise relating to the Offer or the Merger ; ( vii ) any change that the Company can demonstrate resulted from Parentunreasonably withholding its consent under Section 5.1 to any action requiring Parent ’s consent under Section 5.1 andrequested to be taken by the Company to Parent in writing ; ( viii ) any failure by the Company to meet any internal orpublished industry analyst projections or forecasts or estimates of revenues or earnings for any period ending on or after thedate of this Agreement ( it being understood and agreed that the facts and circumstances giving rise to such failure may bedeemed to constitute, and may be taken into account in determining whether there has been, a Company Material AdverseEffect ), and ( ix ) any change in the price or trading volume of the Company Common Stock on the Nasdaq Global SelectMarket, or a decline in the value or rating of the Convertible Notes ( it being understood and agreed that the facts andcircumstances giving rise to such change may be deemed to constitute, and may be taken into account in determining whetherthere has been, a Company Material Adverse Effect ) ; or ( b ) prevents, or would reasonably be expected to prevent, consummation of the Offer or the Merger or performance by the Company of any of its material obligations under thisAgreement