definiens: means any change, event, circumstance, developmentor effect that, individually or in the aggregate with all other changes, 16events, circumstances, developments or effects occurring or existing prior to the determination of a Material Adverse Effect, has a material adverse effect on ( i ) the business, operations, assets, liabilities, capitalization, condition ( financial or other ), orresults of operations of Coley and any Coley Subsidiaries, taken as a whole or ( ii ) the ability of Coley to consummate thetransactions contemplated by this Agreement ; provided, however, that none of the following shall be deemed either alone orin combination with any of the following to constitute a Material Adverse Effect : ( A ) any adverse effect that results fromgeneral economic, business, financial or market conditions ( provided that such adverse effect does not affect Coley and anyColey Subsidiaries, taken as a whole, in a disproportionate manner ) ; ( B ) any adverse effect that results from conditions in thepharmaceutical or biotechnology industries ( provided that such adverse effect does not affect Coley and any ColeySubsidiaries, taken as a whole, in a disproportionate manner ) ; ( C ) any adverse effect resulting from any act of terrorism, war, national or international calamity or any other similar event ( provided that such adverse effect does not affect Coley and anyColey Subsidiaries, taken as a whole, in a disproportionate manner ) ; ( D ) any changes ( after the date hereof ) in GAAP ; ( E ) anyloss of customers, suppliers, vendors or employees or any cancellation of or delay in customer orders resulting from theannouncement or pendency of this Agreement, the Offer or the Merger ( but not, for the avoidance of doubt, any direct legalor contractual consequence of Coley ’s execution, delivery and performance of this Agreement and the consummation of thetransactions contemplated hereby or thereby ) ; ( F ) the failure of Coley to meet internal or analysts ’ expectations or projections, in and of itself ; ( G ) any adverse effect resulting from any action taken by Coley or any Coley Subsidiaries with Acquiror’sprior written consent or the taking of any action expressly required by this Agreement ; ( H ) a decline in Coley ’s stock price, inand of itself ; and ( I ) Coley ’s continuing to suffer operating losses in amounts consistent with the losses projected to besuffered by Coley in projections previously provided or made available to Acquiror by Coley, in and of itself . For theavoidance of doubt, the parties agree that the terms, or as used in this Agreement with aninitial lower case shall have their respective customary and ordinary meanings, without regard to the meanings ascribedto Material Adverse Effect in the prior sentence of this paragraph