definiens: means an Effect that relates to [COMPANY] ( a ) that was not known to the BioTimeBoard of Directors, or the material consequences of which ( based on facts known to members of the [COMPANY] Boardof Directors as of the date of this Agreement ) were not reasonably foreseeable by the [COMPANY] Board of Directors, asof the date of this Agreement and ( b ) that does not relate to ( 1 ) any change in the price, or change in trading volume, of [COMPANY] Common Shares or [COMPANY] Common Stock ( provided, however, that the exception in this clause shall notapply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causesfrom being taken into account in determining whether a [COMPANY] Intervening Event has occurred ) and ( 2 ) meeting orexceeding internal or analysts ’ expectations, projections or results of operations ( provided, however, that theexception in this clause shall not apply to the underlying causes giving rise to or contributing to such circumstancesor prevent any of such underlying causes from being taken into account in determining whether a [COMPANY] InterveningEvent has occurred )