definiens: means any Eﬀect that, considered together with all other Eﬀects that have occurred prior to thedate of determination of the occurrence of a Company Material Adverse Eﬀect, has or would reasonably be expected to have a material adverse eﬀect onthe business, condition ( ﬁnancial or otherwise ), assets, liabilities or results of operations of the Company ; provided, however, that Eﬀects arising orresulting from the following shall not be taken into account in determining whether there has been a Company Material Adverse Eﬀect : ( a ) changes orconditions generally aﬀecting the industries or markets in which the Company operates, and changes in the industries in which the Company operatesregardless of geographic region ( including legal and regulatory changes ), ( b ) acts of war, armed hostilities or terrorism, ( c ) changes in financial, banking orsecurities markets, ( d ) any change in, or any compliance with or action taken for the purpose of complying with, any Law or GAAP ( or interpretations ofany Law or GAAP ), ( e ) resulting from the announcement of this Agreement or the pendency of the Contemplated Transactions, ( f ) resulting from thetaking of any action required to be taken by this Agreement, ( g ) any clinical trial programs or studies, including any adverse data, event or outcome arisingout of or related to any such programs or studies, ( h ) pandemics ( including the coronavirus ( COVID-19 ) pandemic ) including any worsening thereof, man - made disasters, natural disasters, acts of God or other force majeure event, ( i ) changes in U.S. or non - U.S. general economic or political conditions, or inthe ﬁnancial, credit or securities markets in general, including any shutdown of any Governmental Authority, or ( j ) FDA ( or similar bodies ) and otherregulatory actions, enforcement, requirements or directives ; except in each case with respect to clauses ( a ) through ( c ), to the extent disproportionatelyaffecting the Company, relative to other companies in the industries in which the Company operates