definiens: meansany change, effect, event or occurrence that has a material adverse effect on ( i ) the business, condition ( financial or otherwise),operations or results of operations of the Company and its Subsidiaries, taken as a whole or ( ii ) the ability of the Company toconsummate the Offer, the Merger or any of the other transactions contemplated by this Agreement ; provided, however, thatany changes, effects, events or occurrences will not be deemed to constitute a Material Adverse Effect to the extent resultingfrom ( 1 ) general changes or conditions in general economic or market conditions or in the industries ( or therapeutic areas ) inwhich the Company operates, so long as such changes or conditions do not have a materially disproportionate effect on theCompany and its Subsidiaries, taken as a whole, compared with other companies 14operating in the industries ( or therapeutic areas ) in which the Company and its Subsidiaries operate ; ( 2 ) the loss or departureof directors, officers, employees, or other service providers of the Company, or the termination, reduction ( or potentialreduction ) or any other adverse development ( or potential adverse development ) in the Company ’s relationships with any ofits customers, suppliers, distributors or other business partners, in each case as a direct result of the announcement orpendency of this Agreement or the transactions contemplated hereby ; ( 3 ) a decrease in the market price of the Shares ( it beingunderstood, however, that the facts or circumstances giving rise to any such decrease in market price may be taken intoaccount in determining whether there has been a Material Adverse Effect ) ; ( 4 ) acts of war or terrorism ( or the escalation of theforegoing ) or natural disasters or other force majeure events ; ( 5 ) changes in any Laws or regulations applicable to theCompany or applicable accounting regulations or principles or the interpretation thereof ; ( 6 ) compliance by the Company orany of its Subsidiaries with a request by Parent or Purchaser that the Company or any of its Subsidiaries take an action ( orrefrain from taking an action ) to the extent such action or inaction is in compliance with such request ( it being understood thatthe covenants and agreements contained in Section 6.1 of this Agreement shall not be deemed to be a request by Parent orPurchaser under this clause ) ; and ( 7 ) any legal proceedings commenced by any current or former stockholder of theCompany in its capacity as a stockholder ( on its own behalf or on behalf of the Company ) against the Company and/or itsdirectors or officers which, based on the underlying merits of such legal proceedings, are not reasonably expected to result inan award of material damages or injunctive relief against the Company or its directors