definiens: means any change, event, occurrence or development that has a material adverseeffect on the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as awhole ; provided, however, that none of the following, or any change, event, occurrence or development resulting or arisingfrom the following, shall constitute, or shall be considered in determining whether there has occurred, a Company MaterialAdverse Effect : ( a ) changes in conditions in the U.S., Japanese or global economy or capital or financial markets generally, including changes in interest or exchange rates ( provided that such changes do not affect the Company or anyCompany Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other pharmaceuticalcompanies ) ; ( b ) changes in general legal, tax, regulatory, political or business conditions in the countries in which theCompany or any of the Company Subsidiaries operates ( provided that such changes do not affect the Company or anyCompany Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other pharmaceuticalcompanies ) ; ( c ) general market or economic conditions in the pharmaceutical industries in which the Company or any of theCompany Subsidiaries operates ( provided that such conditions do not affect the Company or any CompanySubsidiaries, taken as a whole, in a materially disproportionate manner as compared to other pharmaceuticalcompanies ) ; ( d ) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactionscontemplated hereby, the consummation of the transactions contemplated by this Agreement or any public or othercommunications by Parent or Merger Sub regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, or employees ; ( e ) changes after the date of this Agreement in applicable United States or foreign, federal, state or local law, statutes, ordinances, decrees, rules, regulations or administrative policies, including rules, regulations andadministrative policies of the FDA, or interpretations thereofA-1(provided that such changes do not affect the Company or any Company Subsidiaries, taken as a whole, in a materiallydisproportionate manner as compared to other pharmaceutical companies ) ; ( f ) changes in generally accepted accounting principles or the interpretation thereof ; ( g ) any development, launch, distribution, marketing or commercial sale of a substitutable generic form of anyproduct of the Company by any other Person ; ( h ) any action taken at the request or with the consent of Parent or Merger Sub ; ( i ) any regulatory, banking, legal, accounting and other professional fees or expenses incurred in connectionwith the transactions contemplated by this Agreement ; ( j ) any failure in and of itself by the Company to meet any projections, guidance, estimates, forecasts ormilestones or published financial or operating predictions for or during any period ending ( or for which results arereleased ) on or after the date hereof ( it being agreed that the facts and circumstances giving rise to such failure may betaken into account in determining whether a Company Material Adverse Effect has occurred ) ; ( k ) a decline in the price of the Company Common Stock in and of itself ( it being agreed that the facts andcircumstances giving rise to such decline may be taken into account in determining whether a Company MaterialAdverse Effect has occurred ) ; and ( l ) any natural disaster or other acts of God, acts of war, armed hostilities, sabotage or terrorism, or anyescalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as ofthe date of this Agreement ( provided that such conditions do not affect the Company or any Company Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other pharmaceutical companies )