definiens: means any Effect that, considered together with all other Effects that haveoccurred prior to the date of determination of the occurrence of the Vital Material Adverse Effect, is or wouldreasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have orresult in a material adverse effect on : ( a ) the business, condition ( financial or otherwise ), capitalization, assets, operations or financial performance of Vital ; or ( b ) the ability of Vital to consummate the Contemplated Transactionsor to perform any of its covenants or obligations under the Agreement in all material respects ; provided, however, thatEffects from the following shall not be deemed to constitute ( nor shall Effects from any of the following be taken intoaccount in determining whether there has occurred ) a Vital Material Adverse Effect : ( i ) any rejection by aGovernmental Body of a registration or filing by Vital relating to the Vital IP Rights ; ( ii ) any change in the cash positionof Vital which results from operations in the Ordinary Course of Business ; ( iii ) conditions generally affecting theindustries in which Vital participates or the United States or global economy or capital markets as a whole, to theextent that such conditions do not have a disproportionate impact on Vital ; ( iv ) any failure of Vital to meet internalprojections or forecast or third - party revenue or earnings predictions for any period ending ( or for which revenues orearnings are released ) on or after the date of this Agreement or any change in the price or trading volume of VitalCommon Stock ( it being understood, however, that any Effect causing or contributing to any such failure to meetprojections or predictions or any change in stock price or trading volume may constitute a Vital Material AdverseEffect and may be taken into account in determining whether a Vital Material Adverse Effect has occurred ) ; ( v ) thesale or winding down of the Vital Legacy Business and Vital ’s operations, and the sale, license or other disposition ofthe Vital Legacy Assets ; ( vi ) the execution, delivery, announcement or performance of the obligations under thisAgreement or the announcement, pendency or anticipated consummation of the Transaction or the Immunic Pre - Closing Financing ; ( vii ) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalationor worsening thereof ; or ( viii ) any changes ( after the date of this Agreement ) in GAAP, IFRS or applicable LegalRequirements