definiens: shall mean any material event or development or material change in circumstances with respect to th e Company that ( a ) was neither known to the Company Board nor reasonably foreseeable as of or prior to the da te of the Agreement and ( b ) does not relate to ( i ) any Acquisition Proposal, ( ii ) any events, changes or c ircumstances relating to Parent, Purchaser or any o f their Affiliates, ( iii ) clearance of the Merger or the ex piration or termination of any waiting period under the Antitrust Laws, or ( iv ) ( 1 ) the results of, or any data deriv ed from, any pre - clinical or clinical testing being conducted by or on behalf of the Acquired Corporations, any of t heir competitors or any of their respective collabo ration partners or any announcement relating thereto, or ( 2 ) any action or announcement by any Governmental B ody that relates to any of the Acquired Corporations ’ a ssets or programs