definiens: means a person that directly or indirectly, through one or more intermediaries, controls, iscontrolled by, or is under common control with, the first mentioned person, including, without limitation, any partnership orjoint venture in which [COMPANY] or AVANT, as the case may be, ( either alone, or through or together with any other subsidiary)has, directly or indirectly, an interest of ten percent ( 10 % ) or more ; ( d ) means any event, circumstance, change or effect that, individually or inthe aggregate, is materially adverse to the business, properties, condition ( financial or otherwise ) or results of operations ofAVANT and its subsidiaries, taken as a whole or that has a material adverse effect on the ability of AVANT and its subsidiariesto consummate the transactions contemplated by this Agreement, provided, however, that in no event shall any of thefollowing, to the extent occurring after the date hereof, alone or in combination with each other, be deemed to constitute, norshall any of the following be taken into account in determining whether there has been, an AVANT Material Adverse Effect:(A ) any change in the market price or trading volume of the AVANT Common Stock, ( B ) any change in general economic orbusiness conditions except to the extent that such changes have a materially disproportionate adverse effect on AVANTrelative to other similarly situated participants in the business or industry in which AVANT operates, ( C ) any change infinancial or securities market conditions generally, except to the extent that such changes have a materially disproportionateadverse effect on AVANT relative to other similarly situated participants in the business or industry in which AVANToperates, ( D ) any events, circumstances, changes or effects generally affecting the United States biotechnology industry exceptto the extent that such changes have a materially disproportionate adverse effect on AVANT relative to other similarly situatedparticipants in the business or industry which AVANT operates, ( E ) any change in legal, political or regulatory conditionsgenerally or in any geographic region in which AVANT or any of its subsidiaries operates, ( F ) the announcement of theexecution of this Agreement or anticipation of the Merger or the pendency thereof, ( G ) any events, circumstances, changes oreffects arising from the taking of any action required by this Agreement or the failure to take any action prohibited by thisAgreement, ( H ) acts of war, armed hostilities, sabotage or terrorism, or any escalation of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, except to the extent that such changes have amaterially disproportionate adverse effect on AVANT relative to other similarly situated participants in the business orindustry and in any geographic region in which AVANT operates, ( I ) any failure to meet any internal or published projections, forecasts or revenue or earnings predictions for any period, or ( J ) changes in law or GAAP after the date of this Agreement ; ( e ) means any officer, manager, director, employee, or agent or any investmentbanker, financial advisor, attorney, accountant or other representative of AVANT or its subsidiaries