definiens: means any change, event, development, effect or condition that ( i ) prevents theconsummation of the Merger, ( ii ) otherwise prevents the performance by the Company of any of its material obligations underthis Agreement or ( iii ) is, or would reasonably be expected to be, materially adverse to the assets, liabilities, business, financialcondition, operations or results of operations of the Company and the Company Subsidiaries, taken as a whole ; provided, however, that, except as provided in the parentheticals below, none of the following shall be deemed either alone or incombination to constitute, and none of the following shall be taken into account in determining whether there has been orwill be, a Company Material Adverse Effect : ( a ) changes or developments in the biotechnology industry generally, whichchanges or developments do not disproportionately affect the Company relative to other participants in the biotechnologyindustry in any material respect, ( b ) 67changes or developments in financial or securities markets or the economy in general which changes do notdisproportionately affect the Company in any material respect, ( c ) an act of terrorism or other national calamity directlyinvolving the United States, ( d ) the failure of the Company to meet projections of earnings, revenues or other financialmeasure ( whether such projections were made by the Company or independent third parties ), in and of itself ( it beingunderstood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be takeninto account in determining whether there has been, or will be, a Company Material Adverse Effect ), ( e ) any change in theCompany ’s stock price or trading volume, in and of itself ( it being understood that the facts or occurrences giving rise orcontributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, orwill be, a Company Material Adverse Effect ), or ( f ) the announcement of the transactions contemplated by this Agreement