definiens: means an effect, event, development, change, state of facts, condition, circumstance or occurrence thatis or would be reasonably expected to be materially adverse to the financialcondition, assets, liabilities, business or results of operations of the Companyand its Subsidiaries, taken as a whole ; provided, however, that a CompanyMaterial Adverse Effect shall not be deemed to include effects, events, developments, changes, states of facts, conditions, circumstances or occurrencesarising out of, relating to or resulting from : ( A ) changes generally affectingthe economy, financial or securities markets or political or regulatoryconditions, to the extent such changes do not adversely affect the Company andits Subsidiaries in a disproportionate manner relative to other participants inthe pharmaceutical or biotechnology industry ; ( B ) changes in the pharmaceuticalor biotechnology industry, to the extent such changes do not adversely affectthe Company and its Subsidiaries in a disproportionate manner relative to otherparticipants in such industry ; ( C ) any change in Law or the interpretationthereof or GAAP or the interpretation thereof, to the extent such changes do notadversely affect the Company and its Subsidiaries in a disproportionate mannerrelative to other participants in such industry ; ( D ) acts of war, armedhostility or terrorism to the extent such changes do not adversely affect theCompany and its Subsidiaries in a disproportionate manner relative to otherparticipants in the pharmaceuticals or biotechnology industry ; ( E ) any changeattributable to the negotiation, execution or announcement of the Merger, including any litigation resulting therefrom, and any adverse change incustomer, distributor, employee, supplier, financing source, licensor, licensee, sub - licensee, stockholder, co - promotion or joint venture partner or similarrelationships, including as a result of the identity of Parent ; ( F ) any failureby the Company to meet any internal or published industry analyst projections orforecasts or estimates of revenues or earnings for any period ( it beingunderstood and agreed that the facts and circumstances giving rise to suchfailure that are not otherwise excluded from the definition of a CompanyMaterial Adverse Effect may be taken into account in determining whether therehas been a Company Material Adverse Effect ) ; ( G ) any change in the price ortrading volume of the Company Common Stock on the NYSE ( it being understood andagreed that the facts and circumstances giving rise to such change that are nototherwise excluded from the definition of a Company Material Adverse Effect maybe taken into account in determining whether there has been a Company MaterialAdverse Effect ) ; and ( H ) compliance with the terms of, or the taking of anyaction required by, this Agreement