definiens: means any event, condition, change, occurrence or development of astate of facts, individually or in the aggregate with all other events, conditions, changes, occurrences or developments of astate of facts, that has had, or would reasonably be expected to have, a material adverse effect on ( i ) the business, operations, assets, properties, liabilities ( contingent or otherwise ), condition ( financial or otherwise ) or results of operationsof the Company, or ( ii ) the ability of the Company to consummate the Transactions on or before the Outside Date ; providedthat no such event, condition, change, occurrence or development of a state of facts shall be considered in determiningwhether a Company Material Adverse Effect has occurred for purposes of clause ( i ) above to the extent that it results from(1 ) changes in any applicable Law or GAAP or interpretation thereof occurring after the date hereof, ( 2 ) changes generallyaffecting the economy, or financial or securities markets ( including changes in interest rates and exchange rates ), ( 3)general conditions in the industry in which the Company operates, ( 4 ) acts of terrorism, war, natural disasters, weather - related event or fire or any escalation thereof occurring after the date hereof, ( 5 ) changes in the market price or tradingvolume of the shares of Company Common Stock ( it being understood and agreed that the facts and circumstances givingrise to such changes may be taken into account in determining whether there has been a Company Material AdverseEffect ), ( 6 ) any failure, in and of itself, by the Company to meet any internal or published industry analyst projections orforecasts or estimates of revenues or earnings for any period ending on or after the date hereof ( it being understood andagreed that the facts and circumstances giving rise to such failure may be taken into account in determining whether therehas been a Company Material Adverse Effect ) or ( 7 ) the announcement, pendency or consummation of the Transactions(including any loss of or adverse change in the relationship of the Company with its employees, contractors, customers, partners or suppliers ) ( it being understood and agreed that this clause ( 7 ) shall not apply with respect to any representationor warranty the purpose of which is to address the consequences of the execution and delivery of this Agreement, theconsummation of the Transactions or the performance of obligations hereunder ), in each case with respect to clauses ( 1),(2 ), ( 3 ), and ( 4 ), only if Company is not disproportionately affected by such changes or events relative to other companies inthe biotechnology or pharmaceutical industry, and then only to the extent of such disproportionate impact