Extract to table

1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiror" means Penterra Pharmaceuticals Corp

Sung Park (Chief Medical Officer), in each case after reasonable inquiry of the employees reporting directly to such individual; provided, however, that with respect to the transactions contemplated by this Agreement, the Knowledge of Parent shall not include the knowledge of Dr

"Parent Material Adverse Effect" means any Effect that, individually or in the aggregate with all other Effects, (a) is, or would reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities, or results of operations of Parent and its Subsidiaries, taken as a whole, or (b) prevents or would reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the transactions contemplated by this Agreement; provided, however, that, for purposes of clause (a) of this definition, no Effect arising from or related to any of the following, individually or in the aggregate, shall be taken into account in determining whether a Parent Material Adverse Effect has occurred: (i) changes in general economic, financial, or market conditions; (ii) changes in the pharmaceutical or biotechnology industries generally; (iii) changes in applicable Law or GAAP (or interpretations thereof); (iv) natural disasters, pandemics, epidemics, acts of war, sabotage, terrorism, or military actions; (v) the announcement or pendency of this Agreement or the transactions contemplated hereby; (vi) any failure by Parent to meet internal or published projections, forecasts, or estimates (it being understood that the underlying causes of such failure may be considered); (vii) changes in the market price or trading volume of Parent Common Stock (it being understood that the underlying causes of such changes may be considered); or (viii) any action taken by Parent at the written request or with the written consent of the Company; provided, further, that, with respect to clauses (i) through (iv) above, such Effects shall be taken into account to the extent they disproportionately affect Parent relative to similarly situated companies in the pharmaceutical industry

2 — Other Definitional Provisions (a) Unless the context otherwise requires, (i) references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall refer to Articles, Sections, Exhibits, and Schedules of this Agreement, (ii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, (iii) any capitalized term used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement, and (iv) any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation

" The words "hereof," "herein," "hereto," "hereunder," and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement