definiens: shall mean any material adverse effect on thebusiness, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole ; provided, however, that Company Material Adverse Effect shall not include any effect to the extent resulting from ( 1 ) any change, development, circumstance, event, or occurrence generally affecting the industries in which the Company or its Subsidiariesoperate, except to the extent the Company or its Subsidiaries are affected in a disproportionate manner as compared to othersimilar companies in the industries in which the Company or its Subsidiaries operate, ( 2 ) any change in general economic orpolitical conditions, ( 3 ) any change in Law or GAAP or interpretations thereof, ( 4 ) the direct impact of the announcement orperformance of this Agreement and the transactions contemplated hereby ( including the direct impact of this Agreement onrelationships with employees, customers, suppliers and distributors ), ( 5 ) any change, development, circumstance, event oroccurrence relating to the revenues to be derived from sales of Fluvirin for the 2005 - 2006 influenza season, or ( 6 ) any change, development, circumstance, event or occurrence relating to the research and development relating to Tifacogin