definiens: means any material event or development or material change in circumstancesfirst occurring, arising or coming to the attention of the Keryx Board or the [COMPANY] Board, as applicable, after the dateof this Agreement to the extent that such event, development or change in circumstances ( i ) was neither known byKeryx or any of its Representatives or [COMPANY] or any of its Representatives, as applicable, nor should reasonablyhave been foreseen by such party as of or prior to the date of this Agreement and ( ii ) does not relate to an AcquisitionProposal ; provided, however, that in no event shall the changes in the market price or trading volume of Keryx Sharesor [COMPANY] Shares or the fact that a party meets or exceeds internal or published projections, forecasts or revenue orearnings predictions for any period be an Intervening Event ; provided, however, that the underlying causes of suchchange or fact shall not be excluded by the preceding proviso