definiens: means any change, circumstance, condition, development, effect, event, occurrence, result or state of facts that, individually or when taken together with any other such change, circumstance, condition, development, effect, event, occurrence, result or state of facts, has or would reasonably beexpected to ( a ) have a material adverse effect on the business, financial condition, assets, liabilities or results ofoperations of Phoenix and its Subsidiaries, taken as a whole, except that none of the following shall be taken intoaccount in determining whether there has been a Phoenix Material Adverse Effect : ( i ) changes in general economic orpolitical conditions or the securities market in general ( whether as a result of acts of terrorism, war ( whether or notdeclared ), armed conflicts or otherwise ) to the extent they do not disproportionately affect Phoenix and itsSubsidiaries, taken as a whole ; ( ii ) changes in or affecting the industries in which Phoenix operates to the extent theydo not disproportionately affect Phoenix and its Subsidiaries, taken as a whole, in any material respect ; ( iii ) changes, effects or circumstances resulting from the announcement or pendency of this Agreement or the consummation of theContemplated Transactions or compliance with the terms of this Agreement ; ( iv ) any specific action taken at thewritten request of the Company or expressly required by this Agreement ; ( v ) any changes in or affecting research anddevelopment, clinical trials or other drug development activities conducted by or on behalf of Phoenix or any of itsSubsidiaries in respect of the Phoenix Products or any other product candidates ; and ( vi ) continued losses fromoperations or decreases in cash balances of Phoenix or any of its Subsidiaries or on a consolidated basis amongPhoenix and its Subsidiaries ; or ( b ) prevent or A-9materially delay the ability of Phoenix and Merger Sub to consummate the Contemplated Transactions, in each casewhen viewed on a long - term or short - term basis