definiens: means any change, effect or circumstance, individ ually or in the aggregate, ( a ) that is reasonably likely to be materially adverse to the b usiness, operations, assets or financial condition of Vir or [COMPANY], as the case may be, taken as a whole, or ( b ) t hat materially impairs the ability of Vir or [COMPANY] to perform its obligations pursuant to the transactions contemplat ed by this Agreement or the Preliminary Collaborati on Agreement ; provided however, that, none of the following ( alone or when aggreg ated with any other effects ), shall be deemed to be a Material Adverse Effect, an d none of the following ( alone or when aggregated w ith any other effects ), shall be taken into account for pur poses of clause ( a ) above : ( A ) ( 1 ) general market, economic or political conditions or ( 2 ) conditions ( or any chan ges therein ) in the industries in which Vir or [COMPANY] conducts business, in each case, including any acts of terro rism or war, weather conditions, global virus pande mics, epidemics or other force majeure events, in the cas e of each of clauses ( 1 ) and ( 2 ), solely to the ext ent that such effects do not have and are not reasonably likely t o have a material disproportionate impact on Vir or [COMPANY], as the case may be ; ( B ) this Agreement, the Preliminar y Collaboration Agreement and the transactions contemplated hereby and thereby ; or ( C ) changes in the trading price or volume of the Common Stock or [COMPANY] plc ’s ordinary shares, in and of th emselves