definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects, has had, or would reasonably beexpected to have, ( i ) a material adverse effect on the business, financial condition, assets orresults of operations of the Company and its Subsidiaries, taken as a whole, or ( ii ) a materialadverse effect on the Company ’s ability to perform its obligations, or consummate theTransaction, in accordance with the terms of this Agreement, except in the case of ( i ) to the extentthat any such Effect results from or arises out of : ( A ) changes in conditions in the United Statesor global economy or capital or financial markets generally, including changes in interest orexchange rates, ( B ) changes in general legal, regulatory, political, economic or business2 conditions or changes in generally accepted accounting principles in the United States orinterpretations thereof, ( C ) acts of war, sabotage or terrorism, or any escalation or worsening ofany such acts of war, sabotage or terrorism, ( D ) earthquakes, hurricanes, floods or other naturaldisasters, ( E ) the announcement of this Agreement or the Transaction, ( F ) any change in theCompany ’s stock price or trading volume or any failure to meet internal projections or forecasts orpublished revenue or earnings projections of industry analysts ( provided that the underlyingevents giving rise to any such change shall not be excluded ), ( G ) any breach, violation or non - performance by the Investor or any of its Affiliates under the Collaboration Agreement, provided, however, that the Effects excluded in clauses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to theextent such Effects are not disproportionately adverse on the Company and its Subsidiaries ascompared to other companies operating in the Company ’s industry