definiens: means any Change that has or is reasonably likely to have a material adverse effecton the business ( including the prospects thereof ), financial condition or results of operations of the Company and itsSubsidiaries, taken as a whole ; provided, however, that none of the following shall constitute, or shall be considered indetermining whether there has occurred, a Company Material Adverse Effect : ( a ) any Change resulting from actions requiredto be taken by the parties in connection with this Agreement or from the pendency or announcement of the transactionscontemplated by this Agreement, including actions of collaborators, licensors, partners or suppliers or losses of employees;(b ) any Changes in law, rules or regulations or generally accepted accounting principles or the interpretation or method ofenforcement thereof ; ( c ) Changes in the pharmaceutical or biotechnology industries ; ( d ) Changes in general economic orpolitical conditions or the financing or capital markets in general in the United States or any country or region in the world, or changes in currency exchange rates ; ( e ) any action required to be taken under this Agreement ( other than the first sentenceof Section 5.1(a ) hereof ) or at the written request of or with the consent of the Buyer ; ( f ) any earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in theUnited States or any other country or region in the world, sabotage, terrorism, military action or war ( whether or not declared);(g ) any fees or expenses incurred in connection with the transactions contemplated by this Agreement ; or ( h ) the continuedincurrence of losses by the Company and its Subsidiaries arising from the operation of the business in the ordinary courseconsistent in all material respects with past practice ; which, in the cases of the foregoing clauses ( b ), ( c ), ( d ) and ( f ), does nothave a materially disproportionate impact on the Company and its Subsidiaries, taken as a whole, compared to similarlysituated companies operating in the pharmaceutical or biotechnology industries