definiens: shall mean any change that does, or would be reasonablyexpected to, have a material adverse effect on the business, operations, financial condition, or assets of the Company on aconsolidated basis, provided, however, that none of the following shall be deemed either alone or in combination toconstitute, and none of the following shall be taken into account in determining whether there has been or would be, aMaterial Adverse Effect : ( a ) any adverse effect resulting from or arising out of the announcement, pendency, or consummationof the transactions contemplated by this Agreement or the Stem Cell Transaction ; ( b ) any adverse effect resulting from orarising out of general economic conditions ; ( c ) any adverse effect resulting from or arising out of general conditions in theindustries in which the Company or [COMPANY] operates ; ( d ) any adverse effect resulting from or arising out of any natural disasteror any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof ; and ( e ) any adverse effectresulting from or arising out of any changes in any law, statute, rule or regulation, or the judicial or administrativeinterpretation thereof, or any change in generally accepted accounting principles