definiens: means any Effect that, individually or in the aggregate, has a materialadverse effect on the assets, liabilities, condition ( financial or otherwise ), business or results of operations of theCompany and the Company Subsidiaries, taken as a whole ; provided, however, that no Effects to the extent resultingor arising from the following, either alone or in combination, shall be deemed to constitute a Company MaterialAdverse Effect or shall be taken into account when determining whether a Company Material Adverse Effect exists orhas occurred or is reasonably likely to exist or occur : ( a ) any changes in general United States or global economicconditions, ( b ) conditions ( or changes therein ) in any industry or industries in which the Company operates, ( c ) generallegal, tax, economic, political and/or regulatory conditions ( or changes therein ), including any changes affectingfinancial, credit or capital market conditions, ( d ) any change or prospective changes in GAAP or interpretation thereof,(e ) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposalof any applicable Law of and by any Governmental Entity ( including with respect to Taxes ), ( f ) the execution anddelivery of this Agreement or the consummation of the Transactions or compliance with the terms of this Agreement(other than compliance with Section 5.1 and it being understood that this clause ( f ) shall not apply with respect to anyrepresentation or warranty contained in this Agreement to the extent the purpose of such representation or warranty isto address the consequences resulting from the execution and delivery of this Agreement or the consummation of theTransactions or the compliance with the terms of this Agreement ), ( g ) changes in the Company Common Stock price, in and of itself ( it being understood that the Effects giving rise or contributing to such changes that are not otherwiseexcluded from the definition of a may be taken into account ), ( h ) any failure by theCompany to meet any internal or published projections, estimates or expectations of the Company ’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by theCompany to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance orresults of operations, in and of itself ( it being understood that the Effects giving rise or contributing to such failure thatare not otherwise excluded from the definition of a may be taken into account),(i ) Effects arising out of changes in geopolitical conditions, acts of terrorism or sabotage, war ( whether or notdeclared ), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions or othersimilar force majeure events, including any material worsening of such conditions threatened or existing as of the dateof this Agreement, ( j ) the negotiation, pendency or public announcement of the Transactions, including any resultinglitigation, ( other than compliance with Section 5.1 and it being understood that this clause ( j ) shall not apply withrespect to any representation or warranty contained in this Agreement to the extent the purpose of suchrepresentation or warranty is to address the consequences resulting from the execution and delivery of thisAgreement or the consummation of the Transactions or the compliance with the terms of this Agreement ), ( k ) anyaction or failure to take any action that is expressly consented to or requested by Parent in writing, ( l ) any reduction inthe credit rating of the Company or the Company Subsidiaries, in and of itself ( it being understood that the Effectsgiving rise or contributing to such reduction that are not otherwise excluded from the definition of a may be taken into account ) ; ( m ) any change or prospective change by any Governmental Entity inreimbursement or payor rules or policies applicable to products or product candidates of the Company ; or ( n ) Effectsarising out of the items listed in Section 9.5(a ) of the Company Disclosure Letter, except, in the case of clauses ( a ) -(e ), ( i ) or ( m ), to the extent the Company and the Company Subsidiaries, taken as a whole, are disproportionatelyimpacted thereby relative to other entities operating in the same industry or industries in which the Company and 85the Company Subsidiaries operate ( in which case the incremental disproportionate impact or impacts may be takeninto account in determining whether there has been a Company Material Adverse Effect )