definiens: means any event, change, occurrence, development or effect that, individually or in the aggregate,(x ) has a material adverse effect on the business, assets, financial condition or results of operations of the Business or condition ofTIBSOVO ’s performance, taken as a whole ; provided, however, that no such event, change, occurrence, development or effect relating to, resulting or arising from or in connection with any of the following matters shall be deemed, either alone or in combination, to constitute orcontribute to, or be taken into account in determining the occurrence or existence of, such a Business Material Adverse Effect : ( a ) generalchanges, developments or conditions in the industries in which the Business operates, including competition in any of the geographic areas orproduct or services areas in which the Business operates ; ( b ) general political, economic, business, monetary, financial or capital or creditmarket conditions or trends ( including interest rates or the price of commodities or raw materials ), including with respect to governmentspending, budgets and related matters ; ( c ) changes in global, national or regional political conditions or trends, including the imposition oftrade tariffs or other protective trade practices or any shutdown of any Governmental Entity, including the United States federal government, or any elections for office in any country or area ( including the United States ) ( or the results thereof ) ; ( d ) any act of civil unrest, riots, civildisobedience, war ( whether or not declared ) or terrorism ( including by cyberattack or otherwise ), including an outbreak or escalation ofhostilities involving the United States or any other country or the declaration by the United States or any other country or jurisdiction of anational emergency, authorization to use military force or war ( or the escalation or worsening of any such conditions or occurrences ) ; ( e)earthquakes, hurricanes, tsunamis, typhoons, lightning, hail storms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslidesand wildfires, pandemics ( including SARS - CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks ( ) ), epidemics or other outbreaks of diseases, weather developments or other natural ormanmade disasters, or acts of God ( or the escalation or worsening of any such events or occurrences ) ; ( f ) any decline in the stock price of theshares of the Seller Common Stock, or the failure of the financial or operating performance of Seller, the Seller Entities or the Business tomeet internal, Purchaser or analyst projections, forecasts or budgets for any period ( provided that ( i ) the underlying facts causing such failure, to the extent not otherwise excluded by this definition, may be taken into account in determining whether a Business Material Adverse Effecthas occurred and ( ii ) this clause ( f ) shall not be construed as implying that Seller is making any representation or warranty herein with respectto any internal, Purchaser or analyst projections, forecasts or budgets and no such representations or warranties are being made ) ; ( g ) anyaction taken at the written request of Purchaser ; ( h ) the execution, announcement, pendency, performance or consummation of thisAgreement, the Transaction or the other transactions contemplated hereby, or the identity of Purchaser ( including the impact on or any loss ofBusiness Employees, customers, suppliers, partners or collaborators, relationships with Governmental Entities or other business relationshipsresulting from any of the foregoing, and including, for the avoidance of doubt, any event, change or effect resulting or arising from or in - 8 -connection with any actions required to be taken pursuant to Section 5.1 ) ; ( i ) changes in any Law ( including any proposed Law ) or GAAP orother applicable accounting principles or standard or any interpretations of any of the foregoing, including any quarantine, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines orrecommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World HealthOrganization, in each case, in connection with or in response to COVID-19 ( any such items in connection with or in response to COVID-19, ) ; and ( j ) any regulatory or clinical events, changes, occurrences, developments or effects relating to any Product otherthan TIBSOVO ( including ( A ) any suspension, rejection, refusal of, request to refile or any delay in obtaining or making any regulatoryapplication or filing relating to any Product, ( B ) any negative regulatory actions, requests, recommendations or decisions of any GovernmentalEntity relating to any Product, ( C ) any clinical studies, tests or results or announcements thereof with respect to any Product, and ( D ) anydelay, hold or termination of any clinical trial or any delay, hold or termination of any planned application for marketing approval with respectto any Product, in each case other than with respect to TIBSOVO ) ; provided that any adverse events, changes, occurrences, developments oreffects resulting from the matters described in clauses ( a ), ( b ), ( c ), ( d ), ( e ) and ( i ) may be taken into account in determining whether there hasbeen a Business Material Adverse Effect to the extent that they have a materially disproportionate effect on the Business relative to similarlysituated businesses in the industries in which the Business operates ( in which case only such incremental materially disproportionate effectmay be taken into account in determining whether there has been a Business Material Adverse Effect ), and ( y ) prohibits or prevents Seller orits Affiliates from performing their obligations required to be performed by them at or prior to the Closing under this Agreement by the OutsideDate