definiens: means any change, event, development, effect or condition that ( i ) would prevent theperformance by Parent or Merger Sub of any of its material obligations under this Agreement or ( ii ) is, or would reasonably beexpected to be, materially adverse to the assets, liabilities, business, financial condition or results of operations of Parent andthe Parent Subsidiaries, taken as a whole ; provided, however, that, except as provided in the parentheticals below, none of thefollowing shall be deemed either alone or in combination to constitute, and none of the following shall be taken into accountin determining whether there has been or will be, a Parent Material Adverse Effect : ( a ) changes or developments in thebiotechnology industry generally, which changes or developments do not disproportionately affect Parent relative to otherparticipants in the biotechnology industry in any material respect, ( b ) changes or developments in financial or securitiesmarkets or the economy in general which changes do not disproportionately affect Parent in any material respect or ( c ) an actof terrorism or other national calamity directly involving the United States, ( d ) the failure of Parent to meet projections ofearnings, revenues or other financial measure ( whether such projections were made by Parent or independent third parties ), inand of itself ( it being 71understood 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 Parent Material Adverse Effect ), ( e ) any change in theParent ’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 Parent Material Adverse Effect ), or ( f ) the announcement of the transactions contemplated by this Agreement