definiens: means a material adverse effect on thefinancial condition, business, assets or results of operations of the Company and its Subsidiaries taken as a whole;provided, however, that any such effect resulting from or arising out of ( i ) any change, after the date hereof, in Law orUnited States generally accepted accounting principles ( ) or interpretations thereof, ( ii ) general changesin economic or business conditions, or in the securities markets, ( iii ) changes in conditions affecting the genericpharmaceutical industry or the pharmaceutical industry generally, ( iv ) the execution, announcement and performanceof this Agreement or the consummation of the transactions contemplated hereby or any actions taken, delayed oromitted to be taken by the Company pursuant to and in accordance with this Agreement or at the request of Parent orMerger Sub, ( v ) any decline in the trading price or trading volume of Company Common Stock, or ( vi ) any failure bythe Company to meet internal projections or forecasts or third party revenue or earnings predictions for any periodshall not be considered when determining if a Company Material Adverse Effect has occurred, except in the case ofthe preceding clause ( i ), ( ii ) or ( iii ) for such effects which have a materially disproportionate impact on the Companyand its Subsidiaries taken as a whole as compared to other companies in the pharmaceutical business ; it beingunderstood that any event, change, development, effect or occurrence giving rise to such decline in the trading priceor trading volume of Company Common Stock as described in the preceding clause ( v ), or such failure to meetinternal projections or forecasts or third party predictions as described in the preceding clause ( vi ), as the case maybe, may be the cause of, and may be deemed to be, a Company Material Adverse Effect