definiens: means a material event, development or change in circumstances with respect to theCompany occurring, arising or coming to the attention of the Company ’s Board of Directors after the date of thisAgreement and prior to obtaining the required stockholder approval for the Merger, and which was not known, and couldnot reasonably be expected to have been known or foreseen, to or by the Company ’s Board of Directors as of or prior tothe date of this Agreement and was not known by the Company ’s executive officers or reasonably foreseeable as of orprior to the date of this Agreement ; provided, however, that in no event shall ( 1 ) the receipt, existence or terms of anAcquisition Proposal, ( 2 ) any events, developments or change in circumstances of Parent, ( 3 ) clearance of the Mergerunder the HSR Act, ( 4 ) any pronouncements, approvals, issuances or regulations of the FDA or other HealthcareRegulatory Authority ( 5 ) any events, developments or change in circumstances relating to any products of anycompetitors of the Company or any of its Subsidiaries or ( 6 ) any matter relating to the foregoing or consequence of theforegoing, constitute an Intervening Event