definiens: means any Effect that, considered together with all otherEffects that have occurred prior to the date of determination of the occurrence of the ParentMaterial Adverse Effect, is or would reasonably be expected to be or to become materiallyadverse to, or has or would reasonably be expected to have or result in a material adverse effecton : ( a ) the business, condition ( financial or otherwise ), capitalization, assets, operations orfinancial performance of Parent ; provided, however, that Effects from the following shall not bedeemed to constitute ( nor shall Effects from any of the following be taken into account indetermining whether there has occurred ) a Parent Material Adverse Effect : ( i ) conditionsgenerally affecting the industries in which Parent participates or the United States or globaleconomy or capital markets as a whole, to the extent that such conditions do not have adisproportionate impact on Parent ; ( ii ) any failure by Parent to meet internal projections orforecasts or third party revenue or earnings predictions for any period ending ( or for whichrevenues or earnings are released ) on or after the date of this Agreement or any change in theprice or trading volume of Parent Common Stock ( it being understood, however, that any Effectcausing or contributing to any such failure to meet projections or predictions or any change instock price or trading volume may constitute a Parent Material Adverse Effect and may be takeninto account in determining whether a Parent Material Adverse Effect has occurred ) ; ( iii ) theexecution, delivery, announcement or performance of the obligations under this Agreement or theannouncement, pendency or anticipated consummation of the Transactions ; ( iv ) the resignationor termination of any officer or director ; ( v ) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof, to the extent that such events do nothave a disproportionate impact on Parent ; ( vi ) any changes ( after the date of this Agreement ) inU.S. GAAP or Applicable Law ; ( vii ) any decision or action, or inaction, by the FDA or othercomparable foreign Governmental Authority, with respect to any product of any competitor ofParent or of any third - party company developing gene - therapy products ; or ( viii ) any scientific, treatment or clinical trial results relating to any product of any competitor of Parent or of any third - party company developing gene - therapy products ; or ( b ) the ability of Parent to consummate theShare Contribution or any of the other Transactions or to perform any of its covenants orobligations under the Agreement in all material respects