definiens: means a material event, change, effect, development or occurrence occurring orarising after the date of this Agreement that ( i ) was not known by nor was it foreseen by the [COMPANY] Board of Directorsas of or prior to the date of this Agreement ( or, if known, the consequences of which were not known to the QLTBoard of Directors as of the date of this Agreement ), which event, change, effect, development or occurrencebecomes known to the [COMPANY] Board of Directors prior to the [COMPANY] Shareholder Approval and results in the standalonefinancial condition of [COMPANY] and its Subsidiaries taken as a whole, being more favorable to the [COMPANY] Shareholders thanthis Agreement and the Transaction, and ( ii ) does not relate to or involve ( A ) a [COMPANY] Acquisition Proposal, or ( B ) anychanges in the market price, or change in trading volume, of [COMPANY] Shares ( it being understood that the underlyingcauses of any such changes or developments may, if they are not otherwise excluded from the definition of QLTIntervening Event, be taken into account in determining whether a [COMPANY] Intervening Event has occurred )