definiens: means any event, occurrence, development, change or effect that ( i ) is, individually or in the aggregate with all other events, occurrences, developments, changes and effects, materially adverse tothe business, properties, assets ( tangible or intangible ), liabilities, condition ( financial or otherwise ) or results of operations ofthe Company and its Subsidiaries, taken as a whole, other than any event, occurrence, development, change or effect describedin clause ( i ) resulting primarily from any of the following : ( A ) the announcement of the execution of this Agreement, or thependency of consummation of the Merger, ( B ) changes in the United States economy or financial markets as a whole, so longas such conditions do not adversely affect the Company or its Subsidiaries in a materially disproportionate manner relative toother similarly situated participants in the industries, geographies or markets in which they operate, ( C ) any change in anyapplicable Law, rule or regulation or GAAP or interpretation thereof after the date of this Agreement, ( D ) the commencement, occurrence, continuation or escalation of any war, armed hostilities or acts of terrorism involving or affecting the UnitedStates of America or any part thereof, ( E ) any claim or litigation arising from allegations of breach of fiduciary duty relating tothis Agreement or the Merger, or of disclosure violations in securities filings made in connection with this Agreement or theMerger, and ( F ) any action taken by the Company or any of its Subsidiaries as contemplated or permitted by this Agreementor with BioSante ’s consent ; or ( ii ) would reasonably be expected to prevent or materially delay the consummation of theMerger or prevent or materially delay the Company from performing its obligations under this Agreement