definiens: means any Effect that, considered together with all other Effects that have occurred priorto the date of determination of the occurrence of a Company Material Adverse Effect, has or would reasonably be expected to have amaterial adverse effect on the business, condition ( financial or otherwise ), assets, liabilities or results of operations of the Company or itsSubsidiaries, taken as a whole ; provided, however, that Effects arising or resulting from the following shall not be taken into account indetermining whether there has been a Company Material Adverse Effect : ( a ) general business or economic conditions affecting the industryin which the Company and its Subsidiaries operate, ( b ) acts of war, armed hostilities or terrorism, ( c ) changes in financial, banking orsecurities markets, ( d ) the failure of the Company to meet internal or analysts ’ expectations or projections or the results of operations of theCompany, ( e ) any clinical trial programs or studies, including any adverse data, event or outcome arising out of or relating to any suchprograms or studies, ( f ) any change in, or any compliance with or action taken for the purpose of complying with, any Law or GAAP ( orinterpretations of any Law or GAAP ), ( g ) resulting from the announcement of this Agreement or the pendency of the ContemplatedTransactions, or ( h ) resulting from the taking of any action required to be taken by this Agreement ; except in each case with respect toclauses ( a ) through ( c ), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to othersimilarly situated companies in the industries in which the Company and its Subsidiaries operate