definiens: shall mean any change that does, or would bereasonably expected to, have a material adverse effect on : ( a ) the Contributed [COMPANY] Assets, taken as a whole ; or ( b ) the abilityof [COMPANY] to perform any of its obligations under this Agreement ; provided, however, that, with respect to clause above, none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be takeninto account in determining whether there has been or would be, a [COMPANY] Material Adverse Effect : ( i ) any adverse effectresulting from or arising out of the announcement or pendency of the Agreement or the Transactions ; ( ii ) any adverse effectresulting from or arising out of general economic conditions that do not disproportionately affect [COMPANY], taken as a wholerelative to the other entities in the industries where [COMPANY] competes ; ( iii ) any adverse effect resulting from or arising out ofgeneral conditions in the industries in which [COMPANY] operates that do not disproportionately affect [COMPANY], taken as a wholerelative to the other entities in the industries where [COMPANY] competes ; ( iv ) any adverse effect resulting from or arising out of anynatural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof ; ( v ) anyadverse effect resulting from or arising out of any changes in any Legal Requirement or GAAP ; or ( vi ) any adverse effectresulting from or arising out of actions taken by ( or any inactions of ) the Wisconsin Alumni Research Foundation ( includingwith respect to the delivery to [COMPANY] of any termination notice under any existing license with [COMPANY] or otherwise )