definiens: shall mean any change, event or occurrence that, in dividually or in the aggregate, results in a material adverse effect on the busines s, or results of operations, assets or condition of the Company and its subsidiaries taken as a whole, provided, ho wever, that no change, event, circumstance, occurre nce or development resulting from the following shall be d eemed ( either alone or in combination ) to constitut e or shall be taken into account in determining whether there has been a Material Adverse Effect : ( A ) changes in conditions in the United States or global economy or capital o r financial markets generally, including changes in interest or exchange rates, ( B ) changes in general legal, regul atory, political, economic or business conditions o r changes in generally accepted accounting principles in the Uni ted States or interpretations thereof, ( C ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, ( D ) earth quakes, hurricanes, floods or other natural disasters, ( E ) the announcement of this Agreement, the Collaborati on Agreement or the transactions contemplated hereby a nd thereby, ( F ) any change in the Company ’s stock p rice or trading volume or any failure to meet internal proj ections or forecasts or published revenue or earnin gs projections of industry analysts ( provided that the underlying events giving rise to any such change shall not be excluded, except to the extent any such event is included in clause ( A ) through ( E ) of this definition ) or ( G ) a ny breach, violation or non - performance by the Investor or any of its Affiliates under the Collaboration Agreemen t, provided, however, that the events excluded in clauses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to the exten t the effects of such events are not disproportionately adverse o n the Company and its subsidiaries as compared to o ther companies operating in the Company ’s industry