definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects, has ( i ) a material adverse effect on the b usiness, financial condition, assets, results of operations or prospec ts of the Company and its subsidiaries, taken as a whole, or ( ii ) a material adverse effect on the Company ’s ability to perform its obligations, or consummate the Transac tion, in accordance with the terms of this Agreement, except in the case of ( i ) or ( ii ) to the extent that any such Effect results from or arises out of : ( A ) changes in condi tions in the United States or global economy or cap ital or financial markets generally, including changes in interest or exchange rates, ( B ) changes in general legal, regu latory, political, economic or business conditions or chang es in generally accepted accounting principles in t he United States or interpretations thereof that, in each cas e, generally affect the biotechnology or biopharmac eutical industries, ( C ) the announcement, pendency or perfo rmance of this Agreement or the Collaboration Agree ment or the identity of the Investor, ( D ) any change in the trading prices or trading volume of the Ordinary S hares ( it being understood that the facts giving rise to or contrib uting to any such change may be deemed to constitut e, or be taken into account when determining whether there has bee n or will be, a Material Adverse Effect, except to the extent any of such facts is an Effect referred in clauses ( A ) through ( H ) of this definition ), ( E ) acts of wa r, sabotage or terrorism, or any escalation or worsening of any su ch acts of war, sabotage or terrorism, ( F ) earthqua kes, hurricanes, floods or other natural disasters, ( G ) any action taken by the Company required by this Ag reement or the Collaboration Agreement or with the Investor ’s written consent, ( H ) any breach, violation or non - p erformance by the Investor or any of its Affiliates under the Collaboration Agreement, or ( I ) shareholder litigat ion arising out of or in connection with the execution, delivery or performance of the Transaction Agreements ; provided, that, with respect 2 to clauses ( A ), ( B ), ( E ) and ( F ), such Effect does not have a materially disproportionate and adverse effect on the Company relative to other companies in the biotechn ology or biopharmaceutical industries