definiens: means any Effect that, considered together with allother Effects that have occurred prior to the date of determination of the occurrence of the ApricusMaterial Adverse Effect, has or would reasonably be expected to have a material adverse effecton the business, financial condition, assets, liabilities or results of operations of Apricus;provided, however, that Effects arising or resulting from the following shall not be taken intoaccount in determining whether there has been an Apricus Material Adverse Effect : ( a ) anyrejection by a Governmental Body of a registration statement or filing by Apricus relating to theApricus IP Rights ; ( b ) the termination, sublease or assignment of Apricus ’ facility lease, or failureto do the foregoing ; ( c ) the announcement of the Agreement or the pendency of the ContemplatedTransactions ; ( d ) any change in the stock price or trading volume of Apricus Common Stock ( itbeing understood, however, that any Effect causing or contributing to any change in stock priceor trading volume of Apricus Common Stock may be taken into account in determining whetheran Apricus Material Adverse Effect has occurred, unless such Effects are otherwise exceptedfrom this definition ) ; ( e ) the taking of any action, or the failure to take any action, by Apricus that isrequired to comply with the terms of the Agreement or the taking of any action expresslypermitted by Section 4.1(b ) of the Apricus Disclosure Schedule ; ( f ) any natural disaster or any actor threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activitiesanywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywherein the world or any governmental or other response or reaction to any of the foregoing ; ( g ) anychange in GAAP or applicable Law or the interpretation thereof ; ( h ) general economic or politicalconditions or conditions generally affecting the industries in which Apricus operates ; ( i ) continuedlosses from operations or decreases in cash balances of Apricus not materially inconsistent withkind and degree of losses from operations and decreases in cash balances which have occurredbetween December 31, 2016 and the date of this Agreement ; or ( j ) the winding down of Apricus’operations not materially inconsistent with the kind and degree of winding down activities whichhave occurred between December 31, 2016 and the date of this Agreement ; except, in each casewith respect to clauses ( f ), ( g ) and ( h ), to the extent disproportionately affecting Apricus relative toother similarly situated companies in the industries in which Apricus operates