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 Parent andits Subsidiaries, taken as a whole ; provided, however, that a Parent MaterialAdverse Effect shall not be deemed to include effects, events, developments, changes, states of facts, conditions, circumstances or occurrences arising outof, relating to or resulting from : ( A ) changes generally affecting the economy, financial or securities markets or political or regulatory conditions, to theextent such changes do not adversely affect Parent and its Subsidiaries in adisproportionate manner relative to other participants in the pharmaceutical orbiotechnology industry ; ( B ) changes in the pharmaceutical or biotechnologyindustry, to the extent such changes do not adversely affect Parent and itsSubsidiaries in a disproportionate manner relative to other participants in suchindustry ; ( C ) any change in Law or the interpretation thereof or GAAP or theinterpretation thereof, to the extent such changes do not adversely affectParent and its Subsidiaries in a disproportionate manner relative to otherparticipants in such industry ; ( D ) acts of war, armed hostility or terrorism tothe extent such changes do not adversely affect Parent and its Subsidiaries in adisproportionate manner relative to other participants in the pharmaceutical orbiotechnology industry ; ( E ) any change attributable to the negotiation, execution or announcement of the Merger, including any litigation resultingtherefrom, and any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub - licensee, stockholder, co - promotion orjoint venture partner or similar relationships ; ( F ) any failure by Parent tomeet any internal or published industry analyst projections or forecasts orestimates of revenues or earnings for any period ( it being understood and agreedthat the facts and circumstances giving rise to such failure that are nototherwise excluded from the definition of Parent Material Adverse Effect may betaken into account in determining whether there has been a Parent MaterialAdverse Effect ) ; ( G ) any change in the price or trading volume of the ParentCommon Stock on the NYSE ( it being understood and agreed that the facts andcircumstances giving rise to such change that are not otherwise excluded fromthe definition of Parent Material Adverse Effect may be taken into account indetermining whether there has been a Parent Material Adverse Effect ) ; and ( H)compliance with the terms of, or the taking of any action required by, thisAgreement