definiens: shall mean, in reference to any fact, circumstance, event, change or occurrence, anysuch fact, circumstance, event, change or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes or occurrences, has or would reasonably be expected to have a material adverse effect on the results ofoperations or financial condition of the Company, other than changes, events, occurrences or effects arising out of, resultingfrom or attributable to ( i ) changes in conditions in the United States or global economy or capital or financial marketsgenerally, including changes in interest or exchange rates, ( ii ) conditions ( or changes therein ) in any industry or industries inwhich the Company operates, ( iii ) any change in Legal Requirements or GAAP or interpretation of any of the foregoing,(iv ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatenedor underway as of the date of this Agreement, ( v ) storms, earthquakes or other natural disasters, ( vi ) any action taken by theCompany as contemplated or permitted by this Agreement or with Parent ’s consent, ( vii ) the initiation of any litigation by anystockholder of the Company relating to this Agreement or the Merger, ( viii ) any decline in the market price, or change intrading volume, of the capital stock of the Company or any failure of the Company to meet revenue or earnings projections, either published by the Company or any third party ( provided that this exception shall not prevent or otherwise affect adetermination that any changes, state of facts, circumstances, events or effects underlying a change described in this clause(viii ) has resulted in, or contributed to, a Company Material Adverse Effect ), ( ix ) any adverse changes, developments, circumstances, events or occurrences relating to the Company ’s ongoing research programs to the extent resulting from anaction by Parent or any of its Affiliates, ( x ) the determination by, or the delay of a determination by, the FDA, or any panel oradvisory body empowered or appointed thereby, with respect to the approval, non - approval or disapproval of any productssimilar to or competitive with the Company ’s product candidates, ( xi ) the results of any clinical trial of one or more productsor product candidates of any Person other than the Company, ( xii ) the entry or threatened entry into the market of a genericversion of one or more product candidates of the Company or ( xiii ) the negotiation, execution, announcement or performanceof this Agreement or the consummation of the Transactions, including the impact thereof on relationships, contractual orotherwise, with customers, suppliers, distributors, partners, collaborators or employees ; except, in the case of the foregoingclauses ( i ), ( ii ), ( iii ), ( iv ) and ( v ), to the extent that any such condition has a materially disproportionate adverse effect on theCompany, relative to other companies of comparable size to the Company operating in the industry in which the Companyoperates