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 date of det ermination of the occurrence of the Material Adverse Effect, is o r is likely to be materially adverse to the busines s, clinical or pre - clinical programs, intellectual property, condi tion ( financial or other ), assets, liabilities or r esults of operations of the Company and its Subsidiaries, taken as a who le ; provided, however, that in no event shall any o f the following occurring after the date hereof, alone or in combination, be deemed to constitute, or be tak en into account in determining whether a Material Adverse Effect ha s occurred : ( i ) changes in the Company ’s industry g enerally or in conditions in the global economy or capital o r financial markets generally, including changes in interest or exchange rates, ( ii ) any Effect caused by the annou ncement or pendency of the transactions contemplate d by the Transaction Agreements, or the identity of the Subs criber or any of its Affiliates as the Subscriber i n connection with the transactions contemplated by this Agreemen t or as a participant in the Collaboration Agreemen t, ( iii ) the performance of this Agreement, the Collaboration Ag reement and the transactions contemplated hereby an d thereby, including 5 compliance with the covenants set forth herein and therein, or any action taken or omitted to be taken by the Company at the request or with the prior consent of the Subscriber, ( iv ) changes in general legal, reg ulatory, political, economic or business conditions or chang es to GAAP or interpretations thereof occurring aft er the date hereof that, in each case, generally affect the bio technology or biopharmaceutical industries, ( v ) act s of war, sabotage or terrorism occurring after the date here of, or any escalation or worsening of any such acts of war, sabotage or terrorism or ( vi ) earthquakes, hurrican es, floods or other natural disasters occurring aft er the date hereof, provided, however, that with respect to cla uses ( i ), ( iv ), ( v ) and ( vi ), such effects, alone o r in combination, may be deemed to constitute, or be taken into accou nt in determining whether a Material Adverse Effect has occurred, but only to the extent such effects dispr oportionately affect the Company and its Subsidiari es compared to other participants in the biotechnology or bioph armaceutical industries