definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects, has had ( i ) a material adverse effect on t he business, financial condition, assets or results of operation s of the Company and its subsidiaries, taken as a w hole, or ( ii ) a material adverse effect on the Company ’s ability to perform its obligations, or consummate the Transac tion, in accordance with the terms of this Agreement, except in the case of ( i ) or ( ii ) to the extent that any such Effect results from or arises out of : ( A ) changes in condi tions in the United States or global economy or cap ital or financial markets generally, including changes in interest or exchange rates, ( B ) changes in general legal, regu latory or political conditions or changes in generally accept ed accounting principles in the United States or in terpretations thereof, ( C ) changes in general business or economi c conditions affecting the Company ’s industry, ( D ) the announcement of the Transaction Agreements, the Col laboration and License Agreement or the Transaction, ( E ) any change in the trading prices or trading volume of the Common Stock or any failure to meet internal projections or forecasts or published revenue or earnings proje ctions of industry analysts ( it being understood th at the facts giving rise to or contributing to any such change o r failure may be deemed to constitute, or be taken into account when determining whether there has been or will be, a Material Adverse Effect ), ( F ) acts of war, sabot age or terrorism, or any escalation or worsening of any su ch acts of 2 war, sabotage or terrorism, ( G ) earthquakes, hurric anes, floods or other natural disasters, ( H ) pandem ics or other health crises, including but not limited to the COV ID-19 pandemic, ( I ) any action taken by the Company with the Investor ’s express written consent ; ( J ) any breach by the Investor or any of its Affiliates under the Collaboration and License Agreement ; or ( K ) shareholder litigatio n arising out of or in connection with the executio n, delivery or performance of the Transaction Agreements ; provi ded, that, with respect to clauses ( A ), ( B ), ( C ), ( F ), ( G ) and ( H ) such Effect does not have a materially dispropo rtionate and adverse effect on the Company relative to other companies in the biotechnology or biopharmaceutical industries