definiens: means any event, change, effect, circumstance, fact, development or occurrence that has a materialadverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole ; provided, that no event, change, effect, circumstance, fact, development or occurrence to the extent resulting from, arising out of, or relating to any of the following shall be deemed toconstitute a Company Material Adverse Effect or shall be taken into account in determining whether there has been or would reasonably be expected tobe a Company Material Adverse Effect : ( i ) any changes in general United States or global economic conditions or other general business, financial ormarket conditions, ( ii ) any changes in conditions generally affecting the industries in which the Company or any of its Subsidiaries operates, ( iii)fluctuations in the value of any currency, ( iv ) any decline, in and of itself, in the market price or trading volume of the Company Common Stock ( provided, that any events, changes, effects, circumstances, facts, developments or occurrences giving rise to or contributing to such decline that are not otherwiseexcluded from the definition of Company Material Adverse Effect may be taken into account in determining whether there has been, or would reasonablybe expected to be, a Company Material Adverse Effect ), ( v ) regulatory, legislative or political conditions or conditions in securities, credit, financial, debt orother capital markets, in each case in the United States or any foreign jurisdiction, ( vi ) any failure, in and of itself, by the Company or any of itsSubsidiaries to meet any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metricsfor any period ( provided, that any events, changes, effects, circumstances, facts, developments or occurrences giving rise to or contributing to suchfailure that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determining whether therehas been, or would reasonably be expected to be, a Company Material Adverse Effect ), ( vii ) the execution and delivery of this Agreement, the publicannouncement or the pendency of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement ( including theMergers ), the taking of any action required or expressly contemplated by this Agreement ( other than, to the extent not excluded by another clause of thisdefinition, the Company ’s compliance with its obligations pursuant to Section 6.01(a ), except to the extent that Parent has unreasonably withheld aconsent under Section 6.01(a ) ) or the identity of, or any facts or circumstances relating to Parent or any of its Subsidiaries, including the impact of any ofthe foregoing on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with Governmental Authorities, customers, suppliers, partners, officers, employees or other material business relations ( provided, that the foregoing shall not apply with respect to anyrepresentation or warranty that is expressly intended to address the consequences of the execution, delivery or performance of this Agreement or theconsummation of the transactions contemplated hereby ( including Section 4.04(c ) ) or with respect to the condition to Closing contained in Section9.02(b ), to the extent it relates to such representations and warranties ), ( viii ) any adoption, implementation, promulgation, repeal, modification, amendment, authoritative interpretation, change or proposal of any Applicable Law ( or the interpretation thereof ) of or by any Governmental Authority, ( ix)any changes or prospective changes in GAAP ( or authoritative interpretations thereof ), ( x ) geopolitical conditions, the outbreak or escalation of hostilities, civil or political unrest, any acts of war, sabotage, cyberattack or terrorism, or any escalation or worsening of any such acts 5 of war, sabotage, cyberattack or terrorism threatened or underway as of the date of this Agreement, ( xi ) any reduction in the credit rating of the Companyor any of its Subsidiaries ( it being understood and agreed that any events, changes, effects, circumstances, facts, developments or occurrences givingrise to or contributing to such reduction that are not otherwise excluded from the definition of Company Material Adverse Effect may be taken into accountin determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect ), ( xii ) any epidemic, plague, pandemic or other outbreak of illness or public health event, hurricane, earthquake, flood, calamity or other natural disasters, acts of God or any changeresulting from weather conditions ( or any worsening of any of the foregoing ), including the response of governmental and non - governmental entities, including any impact on new drug approval processes or drug trials, ( xiii ) any claims, actions, suits or proceedings arising from allegations of a breach offiduciary duty or violation of Applicable Law relating to this Agreement or the transactions contemplated hereby ( including the Mergers ) or ( xiv ) anyregulatory, preclinical, clinical, pricing or reimbursement, or manufacturing events, changes, effects, developments or occurrences relating to anyCompany Product or any product of a competitor of the Company, including ( A ) any suspension, rejection or refusal of, any request to refile or any delayin obtaining or making any regulatory application or filing, ( B ) any actions, requests, recommendations or decisions of ( or the failure to take or delay intaking any actions or make any requests, recommendations or decisions by ) any Governmental Authority, ( C ) any recommendations, statements or otherpronouncements made, published or proposed by professional medical organizations, ( D ) any pre - clinical or clinical studies, tests or results orannouncements thereof, ( E ) any decision or action by any Governmental Authority ( or other payor ) with respect to pricing and/or reimbursement, ( F ) anydelay, hold or termination of any clinical trial or any delay, hold or termination of any planned application for marketing approval, ( G ) any delay, hold ortermination of approval with respect to the manufacture, processing, packing or testing of any Company Product or with respect to any manufacturingfacilities, or ( H ) any increased incidence or severity of any previously identified side effects, adverse effects, adverse events or safety observations orreports of new side effects, adverse effects, adverse events or safety observations, but excluding in the case of this clause ( xiv ) side effects, adverseeffects, adverse events, safety observations or manufacturing events that result in a broad based product recall of, or withdrawal from the market of, ULTOMIRIS, SOLIRIS or STRENSIQ, except that the matters referred to in clauses ( i ), ( ii ), ( iv ), ( v ), ( viii ), ( ix ), ( x ) or ( xii ) may be taken into account ( to theextent not excluded by another clause of this definition ) to the extent that the impact of any such event, change, effect, circumstance, fact, developmentor occurrence on the Company and its Subsidiaries, taken as a whole, is disproportionately adverse relative to the adverse impact of such event, change, effect, circumstance, fact, development or occurrence on the operations in the biopharmaceutical industry of other participants in such industry, and thensolely to the extent of such disproportionality