definiens: means any change, event, development, effect or condition that ( i ) prevents consummation of the Merger, ( ii ) otherwiseprevents performance by the Company of any of its material obligations underthis Agreement or ( iii ) is, or would reasonably be expected to be, materiallyadverse to the business or condition ( financial and other ) of the Company andthe Company Subsidiaries, taken as a whole, or prospects with respect to thedevelopment and commercialization of Posurdex, except for any such change, event, development, effect or condition resulting from or arising out of ( a)changes or developments in the pharmaceutical, life sciences or drug deliveryindustries generally, which changes or developments do not disproportionatelyaffect the Company relative to other similarly situated participants in thepharmaceutical, life sciences or drug delivery industries in any materialrespect, ( b ) changes or developments in financial or securities markets or theeconomy in general which changes do not disproportionately affect the Companyand the Company Subsidiaries in any material respect, ( c ) any adverse effect onthe Company resulting from any material breach by Parent of any of theprovisions of this Agreement, ( d ) any adverse effect on the Company resultingfrom actions taken by the Company with Parent 's written consent or at Parent'swritten direction, ( e ) failure to retain employees after the date of thisAgreement, or ( f ) the effect of the announcement or performance of thetransactions contemplated by this Agreement ( except in violation of theprovisions of this Agreement )