definiens: means any event, change, effect, development, state of facts, condition, circumstance or occurrence that ( a ) has, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, except tothe extent that such material adverse effect results from or is attributable to any of the following : ( i ) any changes in generalUnited States or global economic conditions ; ( ii ) any changes in conditions generally affecting the pharmaceutical orbiotechnology industries ; ( iii ) any decline in the market price or trading volume of the Shares on NASDAQ ( provided that theexception in this clause ( iii ) shall not prevent or otherwise affect a determination that any change, effect, circumstance ordevelopment underlying such decline has resulted in or contributed to a Company Material Adverse Effect ) ; ( iv ) anyregulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions, in each case inthe United States or any foreign jurisdiction ; ( v ) any failure, in and of itself, by the Company or its Subsidiaries to meet anyinternal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial oroperating metrics for any period ( provided that the exception in this clause ( v ) shall not prevent or otherwise affect adetermination that any change, effect, circumstance or development underlying such failure has resulted in or contributed to aCompany Material Adverse Effect ) ; ( vi ) the execution and delivery of this Agreement, the performance by any party hereto ofits obligations hereunder, or the public announcement or pendency of the Offer, the Merger or any of the other transactionscontemplated hereby, including the impact thereof on the relationships, contractual or otherwise, of the Company with itsemployees or with any other third party, or the initiation of any Proceedings against the Company as a result thereof(provided that the exceptions in this clause ( vi ) shall not apply to any representation or warranty contained in Section 4.1(e)(or any portion thereof ) to the extent the purpose of such representation or warranty ( or any portion thereof ) is to address theconsequences resulting from the execution and delivery of this Agreement or the performance by the Company of itsobligations hereunder ) ; ( vii ) changes or proposed changes in GAAP or in Laws applicable to the Company or the enforcementor interpretation thereof ; ( viii ) any geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, acts of war, sabotage, terrorism or militaryactions threatened or underway as of the date of this Agreement ; 62or ( ix ) any action required to be taken pursuant to or in accordance with this Agreement or taken at the written request ofParent or Merger Sub ; except if such event, change, effect, development, state of facts, condition, circumstance or occurrenceresults from, or is attributable to, any of the matters described in clauses ( i ), ( ii ), ( iii ), ( iv ), ( vii ) or ( viii ) above anddisproportionately affect the Company and its Subsidiaries, taken as a whole, as compared to other companies that conductbusiness in the countries and regions in the world or in the industries in which the Company and its Subsidiaries conductbusiness ( in which case, only the incremental disproportionate effects ( if any ) may be taken into account when determiningwhether there has been, or is or would reasonably expected to be, a Company Material Adverse Effect ) or ( b ) would prevent ormaterially impede, interfere with, hinder or delay the consummation by the Company of the Offer, the Merger or the othertransactions contemplated by this Agreement