definiens: means any effect, change, event or occurrence that, individually or in theaggregate ( a ) would prevent or materially delay, interfere with, impair or hinder the consummation by the Company ofthe Transactions or the compliance by the Company with its obligations under this Agreement or ( b ) has a materialadverse effect on the business, results of operations, assets or condition ( financial or otherwise ) of the Company andits Subsidiaries taken as a whole ; provided, however, that none of the following, and no effect, change, event oroccurrence arising out of, or resulting from, the following, shall constitute or be taken into account in determiningwhether a Material Adverse Effect has occurred or would reasonably be expected to occur with respect to this clause(b ): any effect, change, event or occurrence ( A ) generally affecting ( 1 ) the industry in which the Company and itsSubsidiaries operate, including changes in the use, adoption or non - adoption of technologies or industry standards, or(2 ) the economy, credit or financial or capital markets, in the United States or elsewhere in the world, includingchanges in interest or exchange rates, or ( B ) to the extent arising out of, resulting from or attributable to ( 1 ) changesor prospective changes in Law ( including changes or prospective changes in generally applicable rules, regulationsand administrative policies of the FDA ) or in GAAP or in accounting standards, or any changes or prospectivechanges in the interpretation or enforcement of any of the foregoing, or any changes or prospective changes ingeneral legal, regulatory or political conditions, ( 2 ) any change proximately caused by the negotiation, execution, announcement or performance of this Agreement or the consummation of the Transactions ( other than for purposes ofany representation or warranty contained in Sections 3.03(c ) and 3.04 ), including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any litigationarising from allegations of breach of fiduciary duty or violation of Law relating to this Agreement or the Transactions,(3 ) acts of war ( whether or not declared ), sabotage or terrorism, or any escalation or worsening of any such acts ofwar ( whether or not declared ), sabotage or terrorism, ( 4 ) volcanoes, tsunamis, pandemics, earthquakes, hurricanes, tornados or other natural disasters, ( 5 ) any action taken by the Company or its Subsidiaries that is required by thisAgreement or with Parent ’s written consent or at Parent ’s written request, or the failure to take any action by theCompany or its Subsidiaries if that action is prohibited by this Agreement, ( 6 ) any change resulting or arising from theidentity of, or any facts or circumstances relating to, Parent, Merger Sub or any of their respective Affiliates, ( 7 ) anychange 69 or prospective change in the Company ’s credit ratings, ( 8) any decline in the market price, or change in tradingvolume, of the capital stock of the Company or ( 9 ) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position ( it being understood that the exceptions in clauses ( 7 ), ( 8) and ( 9 ) shall notprevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred totherein ( to the extent not otherwise falling within any of the exceptions provided by clause ( A ) and clauses ( B)(1)through ( 9 ) hereof ) is, may be, contributed to or may contribute to, a Material Adverse Effect ) ; provided further, however, that any effect, change, event or occurrence referred to in clause ( A ) or clauses ( B)(1 ), ( 3 ) or ( 4 ) may betaken into account in determining whether there has been, or would reasonably be expected to be, a Material AdverseEffect to the extent such effect, change, event or occurrence has a disproportionate adverse effect on the Companyand its Subsidiaries, taken as a whole, as compared to other participants in the industry in which the Company and itsSubsidiaries operate ( in which case the incremental disproportionate impact or impacts may be taken into account indetermining whether there has been, or would reasonably be expected to be, a Material Adverse Effect )