definiens: means any Effect that, individually or in the aggregate, has a material adverseeffect on the assets, liabilities, condition ( financial or otherwise ), business or results of operations of Parent and theParent Subsidiaries, taken as a whole ; provided, however, that no Effects to the extent resulting or arising from thefollowing, either alone or in combination, shall be deemed to constitute a Parent Material Adverse Effect or shall betaken into account when determining whether a Parent Material Adverse Effect exists or has occurred or is reasonablylikely to exist or occur : ( a ) any changes in general United States or global economic conditions, ( b ) conditions ( orchanges therein ) in any industry or industries in which Parent operates, ( c ) general legal, tax, economic, politicaland / or regulatory conditions ( or changes therein ), including any changes affecting financial, credit or capital marketconditions, ( d ) any change or prospective changes in GAAP or interpretation thereof, ( e ) any actual or prospectiveadoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of anyapplicable Law of and by any Governmental Entity ( including with respect to Taxes ), ( f ) the execution and delivery ofthis Agreement or the 92consummation of the Transactions or compliance with the terms of this Agreement ( other than compliance withSection 5.2 and it being understood that this clause ( f ) shall not apply with respect to any representation or warrantycontained in this Agreement to the extent the purpose of such representation or warranty is to address theconsequences resulting from the execution and delivery of this Agreement or the consummation of the Transactionsor the compliance with the terms of this Agreement ), ( g ) changes in the Parent Stock price, in and of itself ( it beingunderstood that the Effects giving rise or contributing to such changes that are not otherwise excluded from thedefinition of a may be taken into account ), ( h ) any failure by Parent to meet anyinternal or published projections, estimates or expectations of Parent ’s revenue, earnings or other financialperformance or results of operations for any period, in and of itself, or any failure by Parent to meet its internalbudgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and ofitself ( it being understood that the Effects giving rise or contributing to such failure that are not otherwise excludedfrom the definition of a may be taken into account ), ( i ) Effects arising out of changesin geopolitical conditions, acts of terrorism or sabotage, war ( whether or not declared ), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions or other similar force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement, ( j ) thenegotiation, pendency or public announcement of the Transactions, including any resulting litigation ( other thancompliance with Section 5.2 and it being understood that this clause ( j ) shall not apply with respect to anyrepresentation or warranty contained in this Agreement to the extent the purpose of such representation or warranty isto address the consequences resulting from the execution and delivery of this Agreement or the consummation of theTransactions or the compliance with the terms of this Agreement ), ( k ) any action or failure to take any action that isconsented to or requested by the Company in writing, ( l ) any reduction in the credit rating of Parent or the ParentSubsidiaries, in and of itself ( it being understood that the Effects giving rise or contributing to such reduction that arenot otherwise excluded from the definition of a may be taken into account ) ; or(m ) any change or prospective change by any Governmental Entity in reimbursement or payor rules or policiesapplicable to products or product candidates of Parent ; except, in the case of clauses ( a ) - ( e ), ( i ) or ( m ), to the extentParent and the Parent Subsidiaries, taken as a whole, are disproportionately impacted thereby relative to other entitiesoperating in the same industry or industries in which Parent and Parent Subsidiaries operate ( in which case theincremental disproportionate impact or impacts may be taken into account in determining whether there has been aParent Material Adverse Effect )