definiens: means any Effect that, considered together with all other Effects that have occurred prior tothe date of determination of the occurrence of a Parent Material Adverse Effect, has or would reasonably be expected to have a materialadverse effect on the business, condition ( financial or otherwise ), assets, liabilities or results of operations of Parent ; provided, however, thatEffects arising or resulting from the following shall not be taken into account in determining whether there has been a Parent MaterialAdverse Effect : ( a ) general business or economic conditions affecting the industry in which Parent operates, ( b ) acts of war, armedhostilities or terrorism, ( c ) changes in financial, banking or securities markets, ( d ) the taking of any action required to be taken by thisAgreement, ( e ) any change in the stock price or trading volume of Parent Common Stock ( it being understood, however, that any Effectcausing or contributing to any change in stock price or trading volume of Parent Common Stock may be taken into account in determiningwhether a Parent Material Adverse Effect has occurred, unless such Effects are otherwise excepted from this definition ), ( f ) the failure ofParent to meet internal or analysts ’ expectations or projections or the results of operations of Parent ; ( g ) any clinical trial programs orstudies, including any adverse data, event or outcome arising out of or related to any such programs or studies ; ( h ) any change in, or anycompliance with or action taken for the purpose of complying with, any Law or GAAP ( or interpretations of any Law or GAAP ) ; ( i ) resultingfrom the announcement of this Agreement or the pendency of the Contemplated Transactions ; or ( j ) resulting from the taking of any action orthe failure to take any action, by Parent that is required to be taken by this Agreement, except in each case with respect to clauses(a ) through ( c ), to the extent disproportionately affecting Parent relative to other similarly situated companies in the industries in which Parentoperates