definiens: means any change, effect, event, occurrence or development which, individually or in the aggregate, ( i ) would reasona bly be expected to result in, or has resulted in, a ny change or effect that is materially adverse to the business, assets, financial condition or operations of the Co mpany, taken as a whole, or ( ii ) would reasonably be expected to prevent the consummation of the Warrant Exercise C losing or the other transactions contemplated by this Warr ant ; provided that none of the following shall be d eemed, either alone or in combination, to constitute, and none of the following shall be taken into account i n determining whether there has been or will be, a Material Adver se Change : ( A ) any change, effect, event, occurrenc e or development relating to the economy in general in t he United States or in any other jurisdiction in wh ich the Company has operations or conducts business, ( B ) an y change, effect, event, occurrence or development reasonably attributable to conditions affecting the industry in which the Company participates ( other than as may arise or result from regulatory action by a Governm ental Entity ), ( C ) any failure, in and of itself, b y the Company to meet any internal projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Warrant ( it being underst ood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be tak en into account in determining whether there has be en or will be, a Material Adverse Change ), ( D ) any change, eff ect, event, occurrence or development relating to n ational or international political or social conditions, inclu ding the engagement by the United States in hostili ties, whether or not pursuant to the declaration of a national em ergency or war, or the occurrence of any military o r terrorist attack upon the United States of America, or any of its territories, possessions, or diplomatic or con sular offices or upon any military installation, equipment or per sonnel of the United States of America, ( E ) changes in Laws or accounting rules or principles, including GAAP, ( F ) the announcement of ( 1 ) the issuance of this Wa rrant or ( 2 ) the consummation of the Warrant Exercise and th e other transactions contemplated by this Warrant o r ( G ) the failure of the Company to expend more than $ [ * * * * ] in the aggregate in furtherance of the Development Program ; except in the case of clauses ( A ), ( B ), ( D ) and ( E ) to the extent that any such change, effec t, event, occurrence or development has or would reasonably b e expected to have a disproportionate adverse effec t on the business, financial condition or operations of the Company, relative to that of other pharmaceutical d evelopment companies similar to the Company