definiens: shall mean any Effect that, considered together withall other Effects, is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably beexpected to have or result in a material adverse effect on the assets, liabilities ( whether matured or unmatured, absolute orcontingent, or otherwise ), business, financial condition or results of operations of Parent and its Subsidiaries taken as a whole;provided, however, that, in no event shall any Effects resulting from any of the following, alone or in combination, be deemedto constitute, or be taken into account in determining whether there has occurred, a Parent Material Adverse Effect:(i ) conditions generally affecting the biotechnology or pharmaceutical industry or the U.S. or global economy as a whole, tothe extent that such conditions do not have a disproportionate impact on Parent and its Subsidiaries taken as a whole;(ii ) general conditions in the financial markets, and any changes therein ( including any changes arising out of acts ofterrorism, war, weather conditions or other force majeure events ), to the extent that such conditions do not have adisproportionate impact on Abeline Corporations taken as a whole ; ( iii ) changes in the trading price or trading volume ofParent Common Stock ( it being understood, however, that, except as otherwise provided in clauses or of this sentence, any Effect giving rise to or contributing to such changes in the trading price or trading volume ofParent Common Stock may give rise to a Parent Material Adverse Effect and may be taken into account in determiningwhether a Parent Material Adverse Effect has occurred ) ; ( iv ) changes in GAAP ( or any interpretations of GAAP ) or LegalRequirements applicable to Parent or any of its Subsidiaries ; ( v ) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself ( it being understood, however, that, except as otherwise provided in clauses or of this sentence, any Effect giving rise to or contributing to any such failure may give rise to aParent Material Adverse Effect and may be taken into account in determining whether a Parent Material Adverse Effect hasoccurred ) ; ( vi ) any shareholder arising from or relating to this Agreement or the Contemplated Transactions and relating to abreach of the fiduciary duties of the Parent Board to the Parent 's stockholders under applicable law ; or ( vii ) Effects resultingdirectly from the announcement or pendency of this Agreement or the Contemplated Transactions, including loss ofemployees, suppliers or customers ( including customer orders or Contracts ) and any related decrease in sales volume of ParentProducts