definiens: means any Effect that, considered together with all other Effectsthat have occurred prior to the date of determination of the occurrence of a Parent Material Adverse Effect, has orwould reasonably be expected to have a material adverse effect on the business, condition ( financial or otherwise),assets, liabilities or results of operations of Parent ; provided, however, that Effects arising or resulting from thefollowing shall not be taken into account in determining whether there has been a Parent Material Adverse Effect : ( a)general business or economic conditions affecting the industry in which Parent operates, ( b ) acts of war, armedhostilities or terrorism, ( c ) changes in financial, banking or securities markets, ( d ) the taking of any action required tobe taken by this Agreement, ( e ) any change in the stock price or trading volume of Parent Common Stock ( it beingunderstood, however, that any Effect causing or contributing to any change in stock price or trading volume of ParentCommon Stock may be taken into account in determining whether a Parent Material Adverse Effect has occurred, unless such Effects are otherwise excepted from this definition ), ( f ) the failure of Parent to meet analysts’expectations or projections ; ( g ) any clinical trial programs or studies, including any adverse data, event or outcomearising out of or related to any such programs or studies ( h ) any change in, or any compliance with or action taken forthe purpose of complying with, any Law or GAAP ( or interpretations of any Law or GAAP ) or ( i ) resulting from theannouncement of this Agreement or the pendency of the Contemplated Transactions except in each case with respectto clauses ( a ) through ( c ), to the extent disproportionately affecting Parent relative to other similarly situatedcompanies in the industries in which Parent operates