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 nototherwise excluded from the deﬁnition of Company Material Adverse Eﬀect may be taken into account in determining whether there has been, or wouldreasonably be expected to be, a Company Material Adverse Eﬀect ), ( v ) regulatory, legislative or political conditions or conditions in securities, credit,ﬁnancial, debt or other capital markets, in each case in the United States or any foreign jurisdiction, ( vi ) any failure, in and of itself, by the Company orany of its Subsidiaries to meet any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other ﬁnancial or operatingmetrics for any period ( provided, that any events, changes, eﬀects, circumstances, facts, developments or occurrences giving rise to or contributing tosuch failure that are not otherwise excluded from the deﬁnition of Company Material Adverse Eﬀect may be taken into account in determining whetherthere has been, or would reasonably be expected to be, a Company Material Adverse Eﬀect ), ( vii ) the execution and delivery of this Agreement, thepublic announcement or the pendency of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement(including the Mergers ), the taking of any action required or expressly contemplated by this Agreement ( other than, to the extent not excluded by anotherclause of this deﬁnition, the Company ’s compliance with its obligations pursuant to Section 6.01(a ), except to the extent that Parent has unreasonablywithheld a consent under Section 6.01(a ) ) or the identity of, or any facts or circumstances relating to Parent or any of its Subsidiaries, including theimpact of any of the 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 ofhostilities, civil or political unrest, any acts of war, sabotage, cyberattack or terrorism, or any escalation or worsening of any such acts 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 Company or any of itsSubsidiaries ( it being understood and agreed that any events, changes, eﬀects, circumstances, facts, developments or occurrences giving rise to orcontributing to such reduction that are not otherwise excluded from the deﬁnition of Company Material Adverse Eﬀect may be taken into account indetermining whether there has been, or would reasonably be expected to be, a Company Material Adverse Eﬀect ), ( xii ) any epidemic, plague, pandemicor other outbreak of illness or public health event, hurricane, earthquake, ﬂood, calamity or other natural disasters, acts of God or any change resultingfrom weather conditions ( or any worsening of any of the foregoing ), including the response of governmental and non - governmental entities, including anyimpact on new drug approval processes or drug trials, ( xiii ) any claims, actions, suits or proceedings arising from allegations of a breach of ﬁduciary dutyor violation of Applicable Law relating to this Agreement or the transactions contemplated hereby ( including the Mergers ) or ( xiv ) any regulatory, preclinical, clinical, pricing or reimbursement, or manufacturing events, changes, eﬀects, developments or occurrences relating to any Company Productor any product of a competitor of the Company, including ( A ) any suspension, rejection or refusal of, any request to reﬁle or any delay in obtaining ormaking any regulatory application or ﬁling, ( B ) any actions, requests, recommendations or decisions of ( or the failure to take or delay in taking anyactions 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