Some of the representations and warranties in the Merger Agreement made by Dermira are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, event, condition, development, circumstance, state of facts, effect or occurrence that (i) has a material adverse effect on the business, assets, financial condition or results of operations of Dermira and Dermira’s subsidiary, taken as a whole, or (ii) prevents the ability of Dermira to consummate the Transactions on or before July 10, 2020. For purposes of clause (i) of the definition of “Company Material Adverse Effect,” none of the following, and no change, event, condition, development, circumstance, state of facts, effect or occurrence that results from or arises in connection with the following, either alone or in combination, will be deemed to constitute a Company Material Adverse Effect or will be taken into account in determining whether there has been a Company Material Adverse Effect:
(i) any change, event, condition, development, circumstance, state of facts, effect or occurrence to the extent resulting from or arising in connection with:
(A) general conditions (or changes therein) in the industries in which Dermira and Dermira’s subsidiary operate;
(B) general economic or regulatory, legislative or political conditions (or changes therein), including any actual or potential stoppage, shutdown, default or similar event or occurrence affecting a national or federal government, or securities, credit, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets or equity price levels or trading volumes), in each case in the United States, the European Union or elsewhere in the world;
(C) any change or prospective change in applicable law or GAAP (or the authoritative interpretation or enforcement thereof);
(D) geopolitical conditions, the outbreak or escalation of hostilities, any acts or threats of war (whether or not declared), sabotage, cyber-intrusion, terrorism or any epidemics, or any escalation or worsening of any such acts or threat of war (whether or not declared), sabotage, cyber-intrusion, terrorism or any epidemics;
(E) any hurricane, tornado, flood, volcano, fire, earthquake or other natural orman-made disaster or any other national or international calamity, crisis or disaster;
(F) the failure, in and of itself, of Dermira to meet any internal or external projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after January 10, 2020, or changes in the market price or trading volume of Dermira common stock or the credit rating of Dermira (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition);
(G) the announcement, pendency or performance of any of the Transactions, including any stockholder proceeding (direct or derivative) in respect of the Merger Agreement or any of the Transactions and any loss of or change in relationship, contractual or otherwise, with any customer, governmental entity, supplier, vendor, service provider, collaboration partner, licensor, licensee or any other party having business dealings with the Company (including the exercise, or prospective exercise, by any party of any rights that arise upon a change of control), or departure of any employee or officer, of Dermira;
(H) the compliance with the express covenants contained in the Merger Agreement (excluding the requirement that Dermira operate in the ordinary course of business);
(I) any action taken by Dermira at Lilly’s written request or with Lilly’s written consent;
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