definiens: shall mean any ( i ) change, effect, event, violation, circumstance ordevelopment ( each a, and collectively, ), individually or in the aggregate, and taken together withall other Changes that have occurred prior to the date of determination of the occurrence of the Company MaterialAdverse Effect, that has had or would reasonably be expected to have a material adverse effect on the business, assets ( including intangible assets ), liabilities, financial condition or results of operations of the Company and itsSubsidiaries, taken as a whole, or ( ii ) a Change that would prevent, materially -6 - delay or materially impair the ability of the Company to consummate the Merger and the other transactionscontemplated by this Agreement ; provided, however, that no Change ( by itself or when aggregated or taken togetherwith any and all other Changes ) directly or indirectly resulting from, attributable to or arising out of any of the followingshall be deemed to be or constitute a and no Change ( by itself or whenaggregated or taken together with any and all other such Changes ) directly or indirectly resulting from, attributable toor arising out of any of the following shall be taken into account when determining whether a has occurred or may, would or could occur, to the extent such Changes do not disproportionatelyaffect the Company and its Subsidiaries in any material respect relative to other companies operating in any industryor industries in which the Company operates in the events of ( i ) through ( vi):(i ) general economic conditions ( or changes in such conditions ) in the United States or any othercountry or region in the world, or conditions in the global economy generally;(ii ) conditions ( or changes in such conditions ) in the securities markets, capital markets, creditmarkets, currency markets or other financial markets in the United States or any other country or region in the world, including ( A ) changes in interest rates in the United States or any other country or region in the world and changes inexchange rates for the currencies of any countries and ( B ) any suspension of trading in securities ( whether equity, debt, derivative or hybrid securities ) generally on any securities exchange or over - the - counter market operating in theUnited States or any other country or region in the world;(iii ) conditions ( or changes in such conditions ) in the industries in which the Company and itsSubsidiaries conduct business;(iv ) political conditions ( or changes in such conditions ) in the United States or any other country orregion in the world or acts of war, sabotage or terrorism ( including any escalation or general worsening of any suchacts of war, sabotage or terrorism ) in the United States or any other country or region in the world;(v ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other naturaldisasters, weather conditions and other force majeure events in the United States or any other country or region in theworld;(vi ) changes in Law or other legal or regulatory conditions ( or the interpretation thereof ) or changes inGAAP or other accounting standards ( or the interpretation thereof);(vii ) the announcement of this Agreement or the pendency or consummation of the transactionscontemplated hereby, including ( A ) the identity of Parent, ( B ) the loss or departure of officers or other employees ofthe Company or any of its Subsidiaries, ( C ) the termination or potential termination of ( or the failure or potential failureto renew or enter into ) any Contracts with customers, suppliers, distributors or other business partners, and ( D ) any -7 - other negative development ( or potential negative development ) in the Company ’s relationships with any of itscustomers, suppliers, distributors or other business partners;(viii ) the results of any clinical trials being conducted by or on behalf of the Company or itsSubsidiaries ( or the announcements thereof);(ix ) any patent expiry, or loss of exclusivity which would result in a reduction of anticipated revenuefrom any Company Product;(x ) any actions taken or failure to take action, in each case, by Parent or any of its controlledAffiliates, or to which Parent has consented to or requested ; or the taking of any action required by this Agreement ; orthe failure to take any action prohibited by this Agreement;(xi ) changes in the Company ’s stock price or the trading volume of the Company ’s stock, in and ofitself, or any failure by the Company to meet any public estimates or expectations of the Company ’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by theCompany to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance orresults of operations, in and of itself ( but not, in each case, the underlying cause of such changes or failures, unlesssuch changes or failures would otherwise be excepted from this definition ) ; or(xii ) any Legal Proceedings made or brought by any of the current or former stockholders of theCompany ( on their own behalf or on behalf of the Company ) against the Company, including Legal Proceedings arisingout of the Merger or in connection with any other transactions contemplated by this Agreement