definiens: means any change, event, occurrence, or state of facts that has caused, or is likely to result in, a change or effect that is materially adverse to the Current Target Business ( it being understood that solely for purposes of this definition, shall include, but not be limited to, the material Target IP Rights licensed to Target under the Takeda Agreement, whether or not such rights are currently being exploited ) taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Target Material Adverse Effect : ( A ) any change, effect, event, occurrence, state of facts or development relating to the United States economy or securities markets in general, ( B ) any adverse change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the industry in which Target participates, to the extent that the effects do not disproportionately impact Target compared to other entities in the industry in which Target operates, ( C ) any change, effect, event, occurrence, state of facts or development that arises out of or results from the announcement or pendency of this Agreement or any of the transactions contemplated by this Agreement ( including any change, effect, event, occurrence, state of facts or development resulting from or relating to any litigation or any departure or loss of employees that arises from or by virtue of 620298 v6IHN Execution version such announcement or pendency of this Agreement or any of the transactions contemplated by this Agreement ), ( D ) any change, effect, event, occurrence, state of facts or development resulting from or relating to any change in laws or regulations applicable to Target or any of its Subsidiary after the date hereof that does not adversely affect Target in a materially disproportionate manner as compared to others in the industry in which Target operates, ( E ) any change, effect, event, occurrence, state of facts or development resulting from or relating to any change in GAAP and ( F ) any change, effect, event, occurrence, state of facts or development that arises out of or results from ( 1 ) any action or failure to act on the part of Target or any of its Subsidiaries that is expressly approved by Acquiror in writing or that is permitted or required by this Agreenlent, ( 2 ) any action or failure to act on the part of any person acting or failing to act at the request or direction in writing of Acquiror or any Affiliate of Acquiror or ( 3 ) any action or failure to act on the part of Acquiror or any Affiliate of Acquiror