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 the Company and its Subsidiaries, taken as a whole, except that none of the following shall be A-2taken into account in determining whether there has been a Company Material Adverse Effect : ( i ) changes in generaleconomic or political conditions or the securities market in general ( whether as a result of acts of terrorism, war(whether or not declared ), armed conflicts or otherwise ) to the extent they do not disproportionately affect theCompany and its Subsidiaries, taken as a whole ; ( ii ) changes in or affecting the industries in which the Company or itsSubsidiaries operate to the extent they do not disproportionately affect the Company and its Subsidiaries, taken as awhole, in any material respect ; ( iii ) changes, effects or circumstances resulting from the announcement or pendencyof this Agreement or the consummation of the Contemplated Transactions or compliance with the terms of thisAgreement ; ( iv ) any specific action taken at the written request of Phoenix or Merger Sub or expressly required by thisAgreement ; ( v ) any changes in or affecting research and development, clinical trials or other drug developmentactivities conducted by or on behalf of the Company or any of its Subsidiaries in respect of the Company Products orany other product candidates ; and ( vi ) continued losses from operations or decreases in cash balances of theCompany or any of its Subsidiaries or on a consolidated basis among the Company and its Subsidiaries ; or(b ) prevent or materially delay the ability of Company to consummate the Contemplated Transactions