definiens: means a change, event, effect, development, circumstance or occurrence that ismaterially adverse to the business or condition ( financial or otherwise ) of Parent or any of its Subsidiaries, taken as a whole;provided, however, that none of the following, and no change, event or development to the extent resulting from any of thefollowing, shall be deemed to be, or to contribute to, or be taken into account in determining whether there has been or willbe, a Parent Material Adverse Effect : ( i ) changes or developments in general economic, regulatory or political conditions(including changes in Law ), or in the securities, credit, foreign exchange or financial markets in general, in each case to theextent such changes do not adversely affect Parent and its Subsidiaries in a substantially disproportionate manner relative toother participants in the industries in which Parent and its Subsidiaries operate ; ( ii ) changes or developments in or affectingthe industry in which Parent and its Subsidiaries operate, including ( A ) changes in reimbursement rules or policies applicableto therapies that treat the same conditions as those therapies under development by Parent or ( B ) changes in Law, whethergenerally or in any particular jurisdiction, in each case to the extent such changes or developments do not adversely affectParent and its Subsidiaries in a substantially disproportionate manner relative to other participants in the industries in whichParent and its Subsidiaries operate ; ( iii ) the failure of Parent to meet projections or forecasts, provided that the underlyingcauses of such failure may be considered in determining whether there is a Parent Material Adverse Effect ; or ( iv ) changes inGAAP or the interpretation thereof, to the extent such changes do not adversely affect Parent and its Subsidiaries in asubstantially disproportionate manner relative to other participants in the industry in which Parent and its Subsidiariesoperate