definiens: shall mean any license, permit, authorization, app roval, contract or consent granted, issued by or with any person relating to t he use of Intellectual Property . means any change, effect or circumstance, individu ally or in the aggregate, ( a ) that is reasonably likely to be materially adverse to the b usiness, operations, assets or financial condition of Sangamo or [COMPANY], as the case may be, taken as a whole, or ( b ) that materially impairs the ability of Sangamo or [COMPANY] to perform its obligations pursuant to the transaction s contemplated by this Agreement or the Collaborati on Agreement ; provided however, that, none of the foll owing ( alone or when aggregated any other effects ), shall be deemed to be a Material Adverse Effect, and none of the following ( alone or when aggregated any other effects ), shall be taken into account for purposes of clause ( a ) above : ( A ) ( 1 ) general market, economic or poli tical conditions or ( 2 ) conditions ( or any changes therei n ) in the industries in which Sangamo or [COMPANY] con ducts business, in each case, including any acts of terro rism or war, weather conditions, global virus epide mics or other force majeure events, in the case of each of ( 1 ) an d ( 2 ), solely to the extent that such effects do no t have and are not reasonably likely to have a material disproport ionate impact on Sangamo or [COMPANY], as the case may be ; ( B ) this Agreement, the Collaboration Agreement and the transactions contemplated hereby and thereby ; or ( C ) ( 1 ) regulatory, manufacturing or clinical changes resul ting from any studies sponsored by Sangamo or Bioge n, or clinical trial meetings ( and communications related thereto ), and including, for the avoidance of doub t, any increased incidence or severity of any side effects, adverse effects, adverse events or safety observa tions ( new or previously identified ) ; ( 2 ) any determination ( or d elay thereof ), positive or negative, with respect t o the acceptance, filing, designation, approval, or clear ance of any of Sangamo ’s or [COMPANY] ’s products or pr oduct candidates ; ( 3 ) approval ( or other clinical or regu latory developments ), market entry ( or threat there of ) of competitive products, or any regulatory guidance, a nnouncement or publication relating to approval of any products or product candidates of Sangamo or [COMPANY] ; or ( 4 ) changes in the trading price or volume of the Common Stock or [COMPANY] ’s common stock, in and of th emselves . The capitalized terms used in this defin ition and not otherwise defined in this Agreement have th e meanings given to them in the Collaboration Agree ment