definiens: means a material adverse effect on thefinancial condition, business, assets or results of operations of Parent and its Subsidiaries taken as a whole;provided, however, that any such effect resulting from or arising out of ( i ) any change, after the date hereof, in Law orU.S. GAAP or interpretations thereof, ( ii ) general changes in economic or business conditions, or in the securitiesmarkets, ( iii ) changes in conditions affecting the generic pharmaceutical industry or the pharmaceutical industrygenerally, ( iv ) the execution, announcement and performance of this Agreement or the consummation of thetransactions contemplated hereby or any actions taken, delayed or omitted to be taken by Parent or Merger Subpursuant to and in accordance with this Agreement or at the request of the Company, ( v ) any decline in the tradingprice or trading volume of the Parent Ordinary Shares or Parent ADSs, or ( vi ) any failure by Parent to meet internalprojections or forecasts or third party revenue or earnings predictions for any period shall not be considered whendetermining if a Parent Material Adverse Effect has occurred, except in the case of the preceding clause ( i ), ( ii ) or(iii ) for such effects have a materially disproportionate impact on Parent and its Subsidiaries taken as a whole ascompared to other companies in the pharmaceutical business ; it being understood that any event, change, development, effect or occurrence giving rise to such decline in the trading price or trading volume of Parent OrdinaryShares or Parent ADSs as described in the preceding clause ( v ), or such failure to meet internal projections orforecasts or third party predictions as described in the preceding clause ( vi ), as the case may be, may be the causeof, and may be deemed to be, a Parent Material Adverse Effect