definiens: means any change, effect, event or occurrence that has a material adverse effect on ( i ) the business, condition ( financial or otherwise ), operationsor results of operations of the Company and its Subsidiaries, taken as a whole, or ( ii ) the ability of the Company to timelyperform its obligations under this Agreement or to timely consummate the transactions contemplated hereby ; provided, however, that, in the case of clause ( i ) only, any changes, effects, events or occurrences shall not be deemed to constitute aMaterial Adverse Effect to the extent resulting from ( 1 ) general changes after the date hereof in general economic or marketconditions or in the industries ( or therapeutic areas ) in which the Company operates ; ( 2 ) the announcement or pendency ofthis Agreement or the transactions contemplated hereby or the termination, reduction ( or potential reduction ) or any otheradverse development ( or potential adverse development ) in the Company ’s relationships with any of its customers, suppliers, distributors or other business partners ( provided that this clause ( 2 ) shall be deemed not to include the loss or departure ofofficers or other employees of the Company ) ; ( 3 ) a decrease in the market price of the Shares in and of itself ( and not theunderlying causes thereof ) ; ( 4 ) acts of war or terrorism ( or the escalation of the foregoing ) ; ( 5 ) changes in any Laws orregulations applicable to the Company or applicable accounting regulations or principles or the interpretation thereof ; ( 6 ) theperformance of this Agreement and the transactions contemplated hereby including compliance with covenants set forthherein, or any action taken or omitted to be taken by the Company at the express written request or with the prior expresswritten consent of Parent or Purchaser ; ( 7 ) the fact, in and of itself ( and not the underlying causes thereof ) that the Companyor its Subsidiaries failed to meet any projections, forecasts, or revenue or earnings predictions ; and ( 8) natural disasters orother force majeure events, so long as, in the case of clauses ( 1 ), ( 4 ), ( 5 ) and ( 8), such changes or events do not have amaterially disproportionate effect on the Company and its Subsidiaries, taken as a whole, compared with other companiesoperating in the industries ( or therapeutic areas ) in which the Company and its Subsidiaries operate