definiens: means any material adverse change to the financial condition, properties, assets, business or results of operations of Parent and its Subsidiaries, taken as a whole, other than ( i)any change resulting from any of the following : ( A ) the negotiation, execution, announcement or performance of thisAgreement, including the taking of any action expressly required to be taken hereby or consented to in writing by theCompany, ( B ) changes in general economic conditions or the securities, credit or financial markets in general, ( C)general changes or developments in the industries in which Parent 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 ) a decline in the price of Common Shares on NASDAQ or the TSX in and of itself ; provided that theunderlying events, circumstances, developments, changes or effects that caused such decline in price shall beconsidered when determining whether a Parent Material Adverse Effect has occurred ( unless otherwise excludedpursuant to this clause ( i ) ) ; provided that, with respect to clauses ( i)(B ), ( i)(C ) and ( i)(D ), such change, event, circumstance or development does not ( A ) primarily relate only to ( or have the effect of primarily relating only to)Parent and its Subsidiaries or ( B ) disproportionately adversely affect Parent and its Subsidiaries compared to othercompanies of similar size operating in the pharmaceutical industry, or ( ii ) any failure to meet internal or publishedprojections, forecasts or revenue or earning predictions for any period ; provided that the exception in this clause ( ii)shall not apply to the underlying causes of any such failure or prevent any of the underlying causes from being takeninto account in determining whether a Parent Material Adverse Effect has occurred