definiens: shall mean any effect, change, event, circumstance or development that ( a ) has hador would reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, financialcondition or financial performance of the Acquired Corporations, taken as a whole or ( b ) materially impacts, materially delaysor prevents the consummation of the Merger or the ability of the Company to perform any of its obligations or covenantsunder this Agreement ; provided, however, that, except to the extent set forth below, in no event shall any of the following, alone or in combination, be deemed to constitute a Company Material Adverse Effect, or be taken into account whendetermining whether there has been or is reasonably expected to be, a Company Material Adverse Effect : any effect, change, event, circumstance or development with respect to, or resulting from, ( i ) changes in the U.S. or global economy or capitalmarkets in general, ( ii ) changes that affect generally the industries or markets in which the Acquired Corporations areinvolved, ( iii ) changes in applicable Legal Requirements, including the rules, regulations and administrative A-3policies of the FDA or the European Medicines Agency, or in GAAP or interpretations of any of the foregoing, ( iv ) changes inthe market price or trading volume of the Company Common Stock on Nasdaq ( it being understood that any occurrence orstate of facts that may have caused or contribute to such changes may be taken into consideration when determining whether aCompany Material Adverse Effect has occurred ), ( v ) failure(s ) by the Company to meet any budgets, operating projections orforecasts, or published revenue or earnings predictions ( it being understood and agreed that any occurrence or state of factsthat may have caused or contributed to such failure(s ) may be taken into consideration when determining whether a CompanyMaterial Adverse Effect has occurred ), ( vi ) any act or threat of terrorism or war, any armed hostilities or terrorist activities, anythreat or escalation of armed hostilities or terrorist activities or any governmental response or reaction to any of the foregoing,(vii ) earthquakes, hurricanes, floods, tsunamis or other natural disasters, ( viii ) any Legal Proceeding against the Company bythe stockholders of the Company challenging or seeking to restrain or prohibit the consummation of the Merger ; ( ix ) changesas a result of any action taken by the Company or any failure of the Company to take action, in each case, at the direction ofParent, ( x ) events attributable to the announcement or performance of this Agreement or the consummation of the transactionscontemplated hereby or the pendency of the Merger ( including the loss or departure of officers or other employees of theAcquired Corporations, or the termination, reduction ( or potential reduction ) or any other negative effect ( or potentialnegative effect ) on the Acquired Corporations ’ relationships or agreements with any of their licensors, licensees, strategicpartners, suppliers or other business partners ) ( provided that this clause ( x ) shall not diminish the effect of, and shall bedisregarded for purposes of, the representations and warranties contained in Section 2.9(k ), Section 2.15(c)(iii ) and ( v),Section 2.15(e ), Section 2.17 and Section 2.21, ( xi ) any change that the Company can demonstrate resulted from Parentunreasonably withholding its consent under Section 4.2(b ) to any action requiring Parent ’s consent under Section 4.2(b ) andrequested by the Company to be taken ; except, in the case of clauses ( i ), ( ii ), ( iii ), ( vi ) and ( vii ) to the extent that the applicablematter has a disproportionate effect on the Acquired Corporations, taken as a whole, relative to other companies in theindustry in which the Acquired Corporations primarily operate ( it being understood that only the incremental anddisproportionate effect on the Acquired Corporations, taken as a whole, relative to such other companies shall be taken inaccount in determining whether there has been a Company Material Adverse Effect )