definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects, has had, or wouldreasonably be expected to have, ( i ) a material adverse effect on the business, financial condition, assets or results of operations of the Company and its Subsidiaries, taken as a whole, or ( ii ) amaterial adverse effect on the Company ’s ability to perform its obligations, or consummate theTransaction, in accordance with the terms of this Agreement, except in the case of ( i ) to the extentthat any such Effect results from or arises out of : ( A ) changes in conditions in the United States orglobal economy, capital or financial markets or the pharmaceutical industry generally, includingchanges in interest or exchange rates, ( B ) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles in theUnited States or interpretations thereof, ( C ) acts of war, sabotage or terrorism, or any escalationor worsening of any such acts of war, sabotage or terrorism, ( D ) earthquakes, hurricanes, floodsor other natural disasters, ( E ) the announcement of this Agreement or the Transaction, or ( F ) anychange in the Company ’s stock price or trading volume or any failure to meet internal projectionsor forecasts or published revenue or earnings projections of industry analysts ( provided that theunderlying events giving rise to any such change shall not be excluded ), provided, however, thatthe Effects excluded in clauses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to the extent suchEffects are not disproportionately adverse on the Company and its Subsidiaries as compared toother companies of similar size and stage of development operating in the Company ’s industry