definiens: means any change, event, occurrence or development that has amaterial adverse effect on the financial condition, assets, business or results of operations of the Company and itsSubsidiary, taken as a whole ; provided, however, that none of the following shall be taken into account in determiningwhether there has been, is or would be a Company Material Adverse Effect : ( A ) general economic conditions ( or changes in such conditions ) in the United States or any othercountry or region in the world, or conditions in the economy generally ; ( B ) conditions ( or changes in such conditions ) in the securities markets, capital markets, creditmarkets, currency markets or other financial markets, including ( x ) changes in interest rates, ( y ) changes inexchange rates for the currencies of any country or international body, and ( z ) any suspension in trading in securities(whether equity, debt, derivative or hybrid securities ) on any 6 securities exchange or over - the - counter market, in each case in the United States or any other country or region inthe world ; ( C ) any conditions ( or changes in such conditions ) generally affecting companies operating in thehealthcare or pharmaceutical industries ; ( D ) any failure by the Company or its Subsidiary to meet any internal budgets, projections, forecasts, estimates, plans or predictions for any period ( provided that the exception in this clause ( D ) shall not prevent orotherwise affect a determination that any change, effect or development underlying such failure that is not otherwiseexcluded from being taken into account by clauses ( A ) through ( C ) and ( E ) through ( J ) of this definition has resultedin a Company Material Adverse Effect ) ; ( E ) the execution and delivery of this Agreement or the disclosure, pendency or consummation of thisAgreement or the transactions contemplated herein, including the impact thereof on the relationships, contractual orotherwise, of the Company or its Subsidiary with their respective officers, directors, employees, independentcontractors or business partners or with any other third party ( provided that this clause ( E ) shall not apply to therepresentations and warranties made by the Company in Section 6.1(d ) ) ; ( F ) any changes or proposed changes in GAAP or in Laws applicable to the Company or itsSubsidiary or the enforcement or interpretation thereof ( provided that this clause ( F ) shall not apply to anyrepresentation or warranty to the extent the purpose of such representation or warranty is to address theconsequences resulting from a failure to comply with GAAP or Laws applicable to the Company or its Subsidiary orthe enforcement or interpretation thereof ) ; ( G ) any geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such conditions, hostilities, acts of war, sabotage, terrorism or military actions threatened or underway ; ( H ) any change resulting from or arising out of a hurricane, tornado, earthquake, flood or other naturaldisaster or force majeure event ; ( I ) any action expressly required to be taken pursuant to this Agreement or taken with the writtenconsent of Parent, Merger Sub I or Merger Sub II ; or ( J ) any matter disclosed in the Company Disclosure Letter, where the applicability of such disclosureas an exception to a particular provision of this Agreement is reasonably apparent ; 7 except, in the case of any of clause ( A ), ( B ), ( C ), ( F ) or ( G ) of this definition, to the extent that such changes in conditionshave a materially disproportionate adverse effect on the Company and its Subsidiary, taken as a whole, relative to theadverse effect that such changes have on other clinical or developmental stage pharmaceutical businesses ( in which caseonly such incremental disproportionate impact may be taken into account in determining whether there has been, is or wouldbe a Company Material Adverse Effect, to the extent such change is not otherwise excluded from being taken into accountby clauses ( A ) through ( J ) of this definition )