definiens: of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person;(b ) means any day on which banks are not required or authorized to be closed in the City of NewYork;(c ) means all Intellectual Property Rights owned, in whole or part, by the Company or any of itsSubsidiaries or that are licensed to the Company or any of Company Subsidiaries;(d ) means any change, effect, event or occurrence or state of facts thatindividually or taken together with other changes, effects, events or occurrences or state of facts, ( i ) is, or would reasonably beexpected to be, materially adverse to the business, financial condition, Covered Assets, liabilities or results of operations ofthe Company and its Subsidiaries, taken as a whole or ( ii ) would prevent or materially impede, interfere with, hinder or delaythe consummation by the Company of the Offer, the Merger or the other transactions contemplated by this Agreement, otherthan, with respect to any change, effect, event or occurrence or state of facts having the results described in the foregoingclause ( i ), any change, effect, event or occurrence or state of facts relating to ( A ) economic, financial market or geographicalconditions in general ( including national or international conditions ), except to the extent that such changes, effects, events, occurrences or states of facts have a disproportionate adverse effect on the Company relative to the adverse effect that suchchanges, effects, events, occurrences or states of facts have on other development - stage companies in the pharmaceutical orbiotechnology industry ( in which case only the incremental disproportionate adverse impact may be taken into account indetermining whether there has occurred, or would reasonably be expected to occur, a Company Material Adverse Effect),(B ) changes in Law or GAAP or other applicable accounting regulations or principles or interpretations thereof, except to theextent that such changes have a disproportionate adverse effect on the Company relative to the adverse effect that suchchanges have on other development - stage companies in the pharmaceutical or biotechnology industry ( in which case only theincremental disproportionate adverse impact may be taken into account in determining whether there has occurred, or would 71reasonably be expected to occur, a Company Material Adverse Effect ), ( C ) changes in conditions generally affecting thepharmaceutical or biotechnology industries, except to the extent that such changes have a disproportionate adverse effect onthe Company relative to the adverse effect that such changes have on other development - stage companies in such industries(in which case only the incremental disproportionate adverse impact may be taken into account in determining whether therehas occurred, or would reasonably be expected to occur, a Company Material Adverse Effect ), ( D ) any change, in and of itself, in the Company ’s stock price or trading volume, or any failure, in and of itself, by the Company to meet revenue or earningsprojections ( it being understood that the facts giving rise or contributing to any such change or failure may be deemed toconstitute, or be taken into account in determining whether there has occurred, or would reasonably be expected to occur, aCompany Material Adverse Effect ), ( E ) the announcement of this Agreement and the transactions contemplated hereby andperformance of and compliance with the terms of this Agreement ( provided that this clause ( E ) shall not diminish the effect of, and shall be disregarded for purposes of, the representations and warranties contained in Section 4.01(d)(ii ) ), ( F ) any acts oromissions of the Company or any of its Subsidiaries taken with the prior written consent of Parent or Sub pursuant toSection 5.01 after the date of this Agreement, ( G ) any changes in global or national political conditions, except to the extentthat such changes have a disproportionate adverse effect on the Company relative to the adverse effect that such changes haveon other development - stage companies in the pharmaceutical or biotechnology industry ( in which case only the incrementaldisproportionate adverse impact may be taken into account in determining whether there has occurred, or would reasonably beexpected to occur, a Company Material Adverse Effect ) or ( H ) any outbreak or escalation of hostilities, any occurrence orthreat of acts commonly referred to as terrorist attacks or any armed hostilities associated therewith and any national orinternational calamity or emergency or any escalation thereof, except to the extent that such changes, effects, events oroccurrences or state of facts have a disproportionate adverse effect on the Company relative to the adverse effect that suchchanges, effects, events or occurrences or state of facts have on other development - stage companies in the pharmaceutical orbiotechnology industry ( in which case only the incremental disproportionate adverse impact may be taken into account indetermining whether there has occurred, or would reasonably be expected to occur, a Company Material Adverse Effect )