definiens: shall mean any ( i ) change, effect, event, violation, circumstance ordevelopment ( each a, and collectively, ), individually or in the aggregate, and taken together with allother Changes that have occurred prior to the date of determination of the occurrence of the Company Material AdverseEffect, that has had or would reasonably be expected to have a material adverse effect on the business, assets ( includingintangible assets ), liabilities, financial condition or results of operations of the Company and its Subsidiaries, taken as a wholeor ( ii ) a Change that would prevent, materially delay or materially impair the ability of the Company to consummate theMerger and the transactions contemplated by this Agreement ; provided, however, that no Change ( by itself or whenaggregated or taken together with any and all other Changes ) directly or indirectly resulting from, attributable to or arisingout of any of the following shall be deemed to be or constitute a and no Change ( byitself or when aggregated or taken together with any and all other such Changes ) directly or indirectly resulting from, attributable to or arising out of any of the following shall be taken into account when determining whether a has occurred or may, would or could occur, to the extent such Changes do not disproportionatelyaffect the Company and its Subsidiaries in any material respect relative to other companies operating in any industry orindustries in which the Company operates in the events of ( i ) through ( vi ): ( i ) general economic conditions ( or changes in such conditions ) in the United States or anyother country or region in the world, or conditions in the global economy generally ; ( ii ) conditions ( or changes in such conditions ) in the securities markets, capital markets, creditmarkets, currency markets or other financial markets in the United States or any other country or region in the world, including ( A ) changes in interest rates in the United States or any other country or region in the world and changes inexchange rates for the currencies of any countries and ( B ) any suspension of trading in securities ( whether equity, debt, derivative or hybrid securities ) generally on any securities exchange or over - the - counter market operating in the United Statesor any other country or region in the world ; ( iii ) conditions ( or changes in such conditions ) in the industries in which the Company and itsSubsidiaries conduct business ; ( iv ) political conditions ( or changes in such conditions ) in the United States or any othercountry or region in the world or acts of war, sabotage or terrorism ( including any escalation or general worsening of any suchacts of war, sabotage or terrorism ) in the United States or any other country or region in the world ; 4 ( v ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other naturaldisasters, weather conditions and other force majeure events in the United States or any other country or region in the world ; ( vi ) changes in Law or other legal or regulatory conditions ( or the interpretation thereof ) orchanges in GAAP or other accounting standards ( or the interpretation thereof ) ; ( vii ) the announcement of this Agreement or the pendency or consummation of thetransactions contemplated hereby, including ( A ) the identity of Parent, ( B ) the loss or departure of officers or other employeesof the Company or any of its Subsidiaries, ( C ) the termination or potential termination of ( or the failure or potential failure torenew or enter into ) any Contracts with customers, suppliers, distributors or other business partners, and ( D ) any othernegative development ( or potential negative development ) in the Company ’s relationships with any of its customers, suppliers, distributors or other business partners ; ( viii ) the results of any clinical trials being conducted by or on behalf of the Company or itsSubsidiaries ( or the announcements thereof ) ; ( ix ) any patent expiry or loss of exclusivity which would result in a reduction of anticipatedrevenue from any Company Product ; ( x ) any actions taken or failure to take action, in each case, by Parent or any of its controlledAffiliates, or to which Parent has consented to or requested ; or the taking of any action required by this Agreement ; or thefailure to take any action prohibited by this Agreement ; ( xi ) changes in the Company ’s stock price or the trading volume of the Company ’s stock, inand of itself, or any failure by the Company to meet any public estimates or expectations of the Company ’s revenue, earningsor other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meetany internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in andof itself ( but not, in each case, the underlying cause of such changes or failures, unless such changes or failures wouldotherwise be excepted from this definition ) ; and ( xii ) any Legal Proceedings made or brought by any of the current or former stockholders ofthe Company ( on their own behalf or on behalf of the Company ) against the Company, including Legal Proceedings arisingout of the Merger or in connection with any other transactions contemplated by this Agreement