definiens: shall mean any change, event or occurrence ( each, an ) that, individually orwhen taken together with all other Effects, has ( i ) a material adverse effect on the business, financial condition, assets, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or ( ii ) a materialadverse effect on the Company ’s ability to perform its obligations, or consummate the Transaction, in accordancewith the terms of this Agreement, except in the case of ( i ) or ( ii ) to the extent that any such Effect results from orarises out of : ( A ) changes in conditions in the United States or global economy or capital or financial marketsgenerally, including changes in interest or exchange rates, ( B ) changes in general legal, regulatory, political, economicor business conditions or changes in generally accepted accounting principles in the United States or interpretationsthereof that, in each case, generally affect the biotechnology or biopharmaceutical industries, ( C ) the announcementof this Agreement or the Collaboration Agreement, or the identity of the Investor, ( D ) any change in the trading pricesor trading volume of the Common Stock ( it being understood that the facts giving rise to or contributing to any suchchange may be deemed to constitute, or be taken into account when determining whether there has been or will be, aMaterial Adverse Effect, except to the extent any of such facts is an Effect referred in clauses ( A ) through ( H ) of thisdefinition ), ( E ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage orterrorism, ( F ) earthquakes, hurricanes, floods or other natural disasters, ( G ) any action taken by the Company with theInvestor ’s written consent, ( H ) any breach, violation or non - performance by the Investor or any of its Affiliates underthe Collaboration Agreement, or ( I ) shareholder litigation arising out of or in connection with the execution, delivery orperformance of the Transaction Agreements or the Collaboration Agreement ; provided, that with respect to clauses(A ), ( B ), ( E ) and ( F ) such Effect does not have a materially disproportionate and adverse effect on the Companyrelative to other companies in the biotechnology or biopharmaceutical industries