definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other effects that have occurred prior to the dateof determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to bematerially adverse to the business, financial condition, assets, liabilities or results of operationsof the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shallany of the following occurring after the date hereof, alone or in combination, be deemed toconstitute, or be taken into account in determining whether a Material Adverse Effect hasoccurred : ( a ) changes in the Company ’s industry generally or in conditions in the United Statesor global economy or capital or financial markets generally, including changes in interest orexchange rates, ( b ) any Effect caused by the announcement or pendency of the Transactions, orthe identity of the Share Acquiror or any of its Affiliates as the purchaser in connection with thetransactions contemplated by this Agreement or as a participant in the License Agreement, ( c)the performance of this Agreement, the License Agreement and the transactions contemplatedhereby and thereby, including compliance with the covenants set forth herein and therein, or anyaction taken or omitted to be taken by the Company at the request or with the prior consent of theShare Acquiror, ( d ) changes in general legal, regulatory, political, economic or businessconditions occurring after the date hereof that, in each case, generally affect the biotechnology orbiopharmaceutical industries, ( e ) acts of war, sabotage or terrorism occurring after the datehereof, or any escalation or worsening of any such acts of war, sabotage or terrorism, or ( f)earthquakes, hurricanes, floods or other natural disasters occurring after the date hereof;provided, however, that with respect to clauses ( a ), ( d ), ( e ) and ( f ), such effects, alone or incombination, may be deemed to constitute, or be taken into account in determining whether aMaterial Adverse Effect has occurred, but only to the extent such effects disproportionately affectthe Company and its Subsidiaries compared to other participants in the biotechnology orbiopharmaceutical industries