definiens: means, with respect to [COMPANY] or CIMA, anychange, event or effect that : ( a ) is, or would reasonably be expected to be, material and adverse tothe financial condition, results of operations or business of such party and itsSubsidiaries, taken as a whole, except, in each case, for any such change, eventor effect resulting from or arising out of ( i ) changes or developments in ( x)the specialty pharmaceutical industry generally, ( y ) the financial, banking, currency or capital markets or the economy in general, or ( z ) Laws of generalapplicability ( or interpretations thereof by Governmental Authorities ), whichchanges or developments in each case do not disproportionately affect such partyin any material respect ; ( ii ) the execution or public announcement of thisAgreement and the transactions contemplated hereby ; ( iii ) any reduction in suchparty 's stock price or trading volume, in and of itself, ( iv ) a stockholderclass action litigation arising from allegations of a breach of fiduciary dutyrelating to this Agreement ; ( v ) changes in GAAP or regulatory accountingrequirements applicable to specialty pharmaceutical companies generally ; ( vi)actions or omissions of a party to this 8 < PAGE > Agreement, taken with the prior written consent of the other party to thisAgreement, in contemplation of the transactions contemplated hereby ; or ( vii ) tothe extent consistent with GAAP, any modifications or changes to valuationpolicies or practices, or restructuring charges, in each case taken with theprior written consent of the other party to this Agreement ; or ( b ) would be reasonably likely to prevent either Merger