definiens: means any material adverse change to the financial condition, properties, assets, business or results of operations of the Company and its Subsidiaries, taken as a whole, otherthan ( i ) any change resulting from any of the following : ( A ) the negotiation, execution, announcement or performanceof this Agreement or the consummation of the transactions contemplated by this Agreement, including the taking ofany action expressly required to be taken hereby or consented to in writing by Parent, or the resignation, terminationor other change to the employment of employees of the Company and its Subsidiaries by Parent or its Subsidiaries,(B ) changes in general economic conditions or the securities, credit or financial markets in general, ( C ) generalchanges or developments in the industries in which the Company and its Subsidiaries primarily operate, includinggeneral changes in Laws, policies, mandates, guidelines or other requirements of any Governmental Authority acrosssuch industries, ( D ) any national or international political event, including outbreaks of terrorism or war or naturaldisasters, or ( E ) the entry into markets of one or more generic products that contain the same or essentially similaractive pharmaceutical ingredient as Aggrastat ™ ; provided that, with respect to clauses ( i)(B ), ( i)(C ) and ( i)(D ), suchchange, event, circumstance or development does not ( A ) primarily relate only to ( or have the effect of primarilyrelating only to ) the Company and its Subsidiaries or ( B ) disproportionately adversely affect the Company and itsSubsidiaries compared to other companies of similar size operating in the pharmaceutical industry, or ( ii ) any failure tomeet internal or published projections, forecasts or revenue or earning predictions for any period ; provided that theexception in this clause ( ii ) shall not apply to the underlying causes of any such failure or prevent any of theunderlying causes from being taken into account in determining whether a Company Material Adverse Effect hasoccurred