definiens: shall mean a fact, event orcircumstance which has had, or is reasonably likely to have, together with allsimilar or related facts, events and circumstances, a material adverse effect onthe condition ( financial or otherwise ), business, properties, assets or resultsof operations of the Company and its Subsidiaries taken as a whole or on theability of the Company and its Subsidiaries to perform its obligations hereunderor which would prevent or materially impede, interfere with, hinder or delay theconsummation of the transactions contemplated hereby ; provided, however, thatany such effect resulting from or arising out of ( i ) any change in Law or GAAP,(ii ) general economic or financial market conditions, ( iii ) general changes ordevelopments in the biotechnology industry that do not have a materiallydisproportionate effect ( relative to other industry participants ) on the Companyand its Subsidiaries taken as a whole or ( iv ) the execution and delivery of thisAgreement or the consummation of the transactions contemplated hereby shall notbe considered in determining if a Company Material Adverse Effect has occurred