definiens: shall mean, in reference to any fact, circumstance, event, change or occurrence, any suchfact, circumstance, event, change or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes or occurrences, has or would reasonably be expected to have a material adverse effect on the results ofoperations or financial condition of Parent and the Parent Subsidiaries, taken as a whole, other than changes, events, occurrences or effects arising out of, resulting from or attributable to ( i ) changes in conditions in the United States or globaleconomy or capital or financial markets generally, including changes in interest or exchange rates, ( ii ) conditions ( or changestherein ) in any industry or industries in which Parent and the Parent Subsidiaries operate, ( iii ) any change in LegalRequirements or GAAP or interpretation of any of the foregoing, ( iv ) acts of war, sabotage or terrorism, or any escalation orworsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, ( v ) storms, earthquakes or other natural disasters, ( vi ) the initiation of any litigation by any stockholder of Parent relating to thisAgreement or the Merger, ( vii ) any decline in the market price, or change in trading volume, of the capital stock of Parent orany failure of Parent to meet revenue or earnings projections, either published by Parent or any third party ( provided that thisexception shall not prevent or otherwise affect a determination that any changes, state of facts, circumstances, events or effectsunderlying a change described in this clause ( vii ) has resulted in, or contributed to, a Parent Material Adverse Effect ), ( viii ) thenegotiation, execution, announcement or performance of this Agreement or the consummation of the Transactions, includingthe impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, collaborators oremployees, ( ix ) any action taken by Parent or any Parent Subsidiary as contemplated or permitted by this Agreement or withthe Company ’s consent, ( x ) the determination by, or the delay of a determination by, the FDA, or any panel or advisory bodyempowered or appointed thereby, with respect to the approval, non - approval or disapproval of any products similar to orcompetitive with Parent ’s product candidates, ( xi ) the results of any clinical trial of one or more products or productcandidates of any Person other than Parent, or ( xii ) the entry or threatened entry into the market of a generic version of one ormore product candidates of Parent, except, in the case of the foregoing clauses ( i ), ( ii ), ( iii ), ( iv ) and ( v ), to the extent that anysuch condition has a materially disproportionate adverse effect on Parent and the Parent Subsidiaries, taken as a whole, relativeto other companies of comparable size to Parent and the Parent Subsidiaries operating in such industry or industries