definiens: means any Effect that is(i ) materially adverse to the business, financial condition or results of operations of Parent and Parent ’s Subsidiaries, taken as a whole or ( ii ) materially impedes the consummation of the transactions contemplated by this Agreement inaccordance with the terms hereof and all applicable Legal Requirements ; provided, however, that none of the followingshall be deemed in themselves, either alone or in combination, to constitute, and that none of the following shall betaken into account in determining whether there has been or will be, a Parent Material Adverse Effect : ( A ) any adverseEffect to the extent attributable in whole or in part to the announcement or pendency of Merger 1 ( provided that theexception in this clause ( A ) shall not apply to the use of the term in Section 6.2(a ) with respectto the representations and warranties contained in Section 3.3 and Section 3.7(a ) ) ; ( B ) any adverse Effect attributable toconditions generally affecting the biotechnology industry or the U.S. economy in any locations where Parent or any ofParent ’s Subsidiaries has material operations which do not materially disproportionately affect Parent or the applicableParent Subsidiaries ; ( C ) any adverse Effect arising from or relating to compliance with the terms of this Agreement;(D ) changes in GAAP or regulatory accounting principles after the date hereof ; ( E ) changes in law after the date hereof;(F ) earthquakes, fires, floods, hurricanes, tornadoes or similar catastrophes, or acts of war, sabotage, terrorism, militaryaction or any escalation or worsening thereof after the date hereof, and whether or not pursuant to the declaration ofnational emergency or war ; ( G ) any adverse data resulting from pre - clinical activities ; ( H ) the failure of Parent to meetanalysts ’ projections, in and of itself ( it being understood that any Effect that may have caused or contributed to any 58Table of Contentssuch failure may be deemed to constitute, in and of itself, a Parent Material Adverse Effect and may be taken intoconsideration when determining whether a Parent Material Adverse Effect has occurred ) ; ( I ) any action taken by Parentwith the Company ’s consent or the taking of any action expressly required by this Agreement ; or ( J ) a decline in Parent’sstock price, in and of itself ( it being understood that any Effect that may have caused or contributed to any such declinemay be deemed to constitute, in and of itself, a Parent Material Adverse Effect and may be taken into consideration whendetermining whether a Parent Material Adverse Effect has occurred )