definiens: means any event, condition, change, occurrence or development of a state of factsthat, individually or in the aggregate with all other events, conditions, changes, occurrences or developments or a state offacts ( ), is or would reasonably likely be expected to ( i ) be materially adverse to the business, operations, properties, assets, liabilities, condition ( financial or otherwise ) or results of operations of the Company and the Company Subsidiariesconsidered as a single enterprise or ( ii ) materially impact or delay, prevent or materially impede the ability of the Company toperform its obligations under this Agreement in compliance with its terms or to consummate the Transactions ; provided, however, that no such Effect shall be considered in determining whether a Company Material Adverse Effect has occurred tothe extent that it is proximately caused by ( A ) changes in any applicable Law or GAAP, ( B ) changes in economic orbiotechnology or pharmaceutical industry conditions in the United States ( and in each case to the extent that the Companyand the Company Subsidiaries considered as a single enterprise are not disproportionately adversely affected ), ( C ) acts ofterrorism or war occurring after the date hereof ( and in each case to the extent that the Company and the CompanySubsidiaries considered as a single enterprise are not disproportionately affected ), ( D ) the pendency or announcement of theTransactions ( it being understood that Effects proximately caused by the-2- pendency or announcement of the Transactions could include disruption in ( or loss of ) supplier, distributor, partner or similarrelationships or loss of employees, or claims made or litigation filed or announced that challenges any of the Transactions oractions taken by the Company Board or the Company expressly required by this Agreement or with Parent ’s written consent inconnection therewith ), ( E ) any adverse data resulting from pre - clinical activities other than activities related to the Company’sMET, JAK2 or BCR - ABL programs, ( F ) the failure of the Company to meet internal or analysts ’ projections, in and of itself ( itbeing understood that any Effect that may have caused or contributed to any such failure may be deemed to constitute, in andof itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a CompanyMaterial Adverse Effect has occurred ), ( G ) any action taken by the Company with Parent ’s written consent or the taking of anyaction expressly required by this Agreement, or ( H ) a decline in the Company ’s stock price, in and of itself ( it beingunderstood that any Effect that may have caused or contributed to any such decline may be deemed to constitute, in and ofitself, a Company Material Adverse Effect and may be taken into consideration when determining whether a CompanyMaterial Adverse Effect has occurred )