definiens: means any change, effect, event or circumstance that is, or would reasonably beexpected to be, materially adverse to the business, operations, results of operations or financial condition of the Company andits subsidiaries taken as a whole, other than any change, effect or circumstance relating to or resulting from ( i ) changes ingeneral political or economic conditions ; ( ii ) changes in the general financial or securities markets condition ; ( iii ) any events, circumstances, changes or effects that affect the medical or pharmaceutical industries generally ; ( iv ) any changes in Laws orinterpretations thereof ; ( v ) any changes in GAAP or other accounting principles or requirements ; ( vi ) any outbreak orescalation of hostilities or war or any act of terrorism ; ( vii ) the announcement of, or compliance with, this Agreement and thetransactions contemplated hereby ; ( viii ) any decline in the market price, or change in the trading value, of the Company;(ix ) any failure by the Company to meet any internal or public projections, forecasts or estimates of earnings or revenue(provided, however, that, in the case of clauses ( viii ) and ( ix ), the underlying cause for such decline, change or failure may beconsidered in determining whether there may be a Company Material Adverse Effect ) ; or ( ix ) the assets and liabilities relatingto the Drug Delivery Business that are not part of the Company or its subsidiaries at Closing and that do not otherwiseadversely impact the Company ; ( but in each of cases ( i ) through ( ( ix ) ), only if ( x ) such changes, individually or in theaggregate, do not have a materially disproportionate effect on the Company and its subsidiaries ( taken as a whole ), or(y ) would not reasonably be expected to prevent or materially delay the consummation by the Company of the Merger or theother transactions contemplated by this Agreement )