definiens: means, with respect to the Company, an effect, event, development or change(each, an ) that, individually or when taken together with all other Effects, has a material adverse effect on thebusiness, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole, otherthan any Effect arising out of or resulting from ( a ) a decrease in the market price of Company Common Shares in and of itself,(b ) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes ininterest or exchange rates, ( c ) changes in general legal, tax, regulatory, political or business conditions in the countries inwhich the Company does business ( except to the extent the Company and the Company Subsidiaries, taken as a whole, aredisproportionately adversely affected relative to other pharmaceutical or biotechnology businesses in such countries ), ( d)general market or economic conditions in the pharmaceutical or biotechnology industries ( except to the extent that theCompany and the Company Subsidiaries, taken as a whole, are disproportionately adversely affected relative to otherparticipants in such industries ), ( e ) changes in GAAP, ( f ) the negotiation, execution, announcement, pendency or performanceof this Agreement or the transactions contemplated hereby or the consummation of the transactions contemplated by thisAgreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, venture partners or employees, ( g ) acts of war, armed hostilities, sabotage or terrorism, or any escalation orworsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of thisAgreement, ( h ) earthquakes, hurricanes, floods, or other natural disasters,6(i ) determinations by the FDA or its European or Japanese equivalent, or any panel or advisory body empowered or appointedthereby, with respect to any products or product candidates of Persons ( other than the Company ) similar to or competitivewith the Company ’s material products or product candidates or the results of any clinical trial with respect to any suchproducts or product candidates, ( j ) the entry or threatened entry into the market of a generic version of Ethyol ( amifostine ), ( k)the results of any review by the FDA ( or any advisory committee thereof ) of the Company ’s application for label expansionpermitting the marketing of FluMist to individuals below the age of five years or any other filing made by the Company withthe FDA regarding FluMist, ( l ) any results from the Numax CP117 or CP124 studies, or ( m ) any action taken by the Companyat the request or with the consent of any of the Buyer Parties