definiens: shall mean a fact, event or circumstance which has had, or is reasonably likelyto have, together with all similar or related facts, events and circumstances, a material adverse effect on the condition(financial or otherwise ), business, properties, assets or results of operations of the Company and its Subsidiaries taken as awhole ( provided that in determining whether a fact, event or circumstance existing at [COMPANY] [COMPANY] LLC is a Company MaterialAdverse Effect for purposes of this definition, both the magnitude of such effect and its relative impact on the Company andits Subsidiaries shall be considered after taking into account the Company ’s proportionate equity interest in [COMPANY] [COMPANY] LLC)or which would prevent the performance by the Company of its material obligations hereunder or prevent or delay beyond theTermination Date the ability of the Company to consummate the Merger ; provided, however, that any such effect resultingfrom or arising out of any of the following items shall not be considered in determining whether a Company Material AdverseEffect has occurred : ( i ) any change in Law or GAAP, ( ii ) general economic or financial market conditions, ( iii ) general changesor developments in the biotechnology or pharmaceutical industries that do not have a materially disproportionate effect(relative to other industry participants ) on the Company and its Subsidiaries taken as a whole, ( iv ) an act of war or terrorism, which act of terrorism does not have a disproportionate effect ( relative to other industry participants ) on the Company and itsSubsidiaries taken as a whole, ( v ) the execution, announcement and performance of this Agreement, or any 2actions taken, delayed or omitted to be taken by the Company pursuant to and in accordance with the express terms of thisAgreement or at the written request of Parent or Merger Sub, ( vi ) any change in the Company ’s stock price or trading volume, in and of itself ( it being understood that the facts or occurrences giving rise or contributing to such change may be deemed toconstitute, or be taken into account in determining, whether there has been, or will be, a Company Material Adverse Effect),(vii ) the failure of the Company to meet projections of earnings, revenues or other financial measures ( whether suchprojections were made by the Company or independent third parties ), in and of itself ( it being understood that the facts oroccurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining, whether there has been, or will be, a Company Material Adverse Effect ) or ( viii ) any adverse change, development, circumstance, event or occurrence relating to [COMPANY] [COMPANY] LLC to the extent that it results from ( A ) an action by Parent or anyof its affiliates, ( B ) the omission of an action that was required to be, or reasonably should have been, taken by Parent or anyof its affiliates, or ( C ) facts and circumstances of which Parent has Knowledge as of the date hereof ( provided that for purposesof this clause ( viii ), affiliates of Parent shall be deemed to include [COMPANY] [COMPANY] LLC only in respect of action or omissions ofemployees of Parent and its Subsidiaries other than [COMPANY] [COMPANY] LLC )