definiens: means any material fact, event, change, development or circumstance occurring or arising after the datehereof and that was neither known to, nor reasonably foreseeable by, the Company Board as of the date hereof ( or if known or reasonablyforeseeable, the consequences of which were not known or reasonably foreseeable as of the date hereof ), affecting the business, assets oroperations of the Company and the Company Subsidiaries, taken as a whole, and not relating to any Acquisition Proposal, which materialfact, event, change, development or circumstance becomes known to the Company Board after the date hereof and prior to the AcceptanceTime, other than ( i ) the receipt, existence of or terms of an Acquisition Proposal, ( ii ) any inquiry, indication of interest, proposal or offer thatcould reasonably be expected to lead to an Acquisition Proposal, or the consequences thereof, ( iii ) developments or changes in thebiotechnology, gene therapy or pharmaceutical industry generally, ( iv ) changes, in and of itself, in the market price or trading volume of theshares of Company Common Stock or ( v ) the fact that, in and of itself, the Company exceeds any internal or published industry analystprojections or forecasts or estimates of revenues or earnings