definiens: shall mean any event, change, effect, circumstance or occurrence that has a material adverse effect on the business, operations A-2or financial condition of the Company ; provided, however, that none of the following shall be deemed either alone or incombination to constitute, and none of the following shall be taken into account in determining whether there has beenor would be, a Company Material Adverse Effect : ( a ) any adverse effect arising or resulting from general economic, financial or market conditions ; ( b ) any adverse effect arising or resulting from any facts, circumstances or conditionsgenerally affecting the pharmaceutical or biotechnology industry ; ( c ) any adverse effect arising or resulting from anygeopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage, terrorism or militaryactions, or any escalation or worsening of any such hostilities, acts of war, sabotage, terrorism or military actionsthreatened or underway as of the date of the Agreement, any act of God or other similar event, occurrence orcircumstance ; ( d ) any adverse effect ( including any loss of employees, any cancellation of or delay in customerorders and any litigation ) arising or resulting from the announcement or pendency of the Agreement, the Offer, theMerger or any of the other transactions contemplated by the Agreement ; ( e ) any failure of the Company to meetinternal or analysts ’ expectations or projections, in and of itself ; ( f ) any adverse effect arising or resulting from ( 1 ) anyaction or inaction by the Company taken or omitted to be taken with the consent or at the request of Parent orAcquisition Sub, or ( 2 ) compliance by the Company with the terms of, or the taking of any action contemplated orpermitted by, the Agreement ; ( g ) any adverse effect arising or resulting from any change in any Legal Requirement;(h ) any decline in the Company ’s stock price or any decline in the market price or trading volume of the CompanyShares on NASDAQ, in and of itself ; ( i ) any adverse effect arising or resulting from any request or requirement by anyGovernmental Entity that Parent or the Company ( 1 ) divest or agree to the divestiture of any assets or ( 2 ) enter intoany voting trust arrangement, proxy arrangement, agreement or arrangement or other agreement orarrangement with respect to any assets or operations of the Company ; and ( j ) any adverse effect arising or resultingfrom any change in accounting principles or the interpretation or application thereof ( except, in the case of each ofclauses and of this proviso, to the extent that such changes have a materially disproportionate adverseeffect on the Company relative to the adverse effect on other development - stage companies in the pharmaceutical orbiotechnology industry )