definiens: means any change, event or occurrence that has hador is reasonably likely to have ( i ) a material adverse effect on the business, condition ( financial orother ), assets, liabilities or results of operations of the Company and its subsidiaries, taken as awhole, or ( ii ) a material adverse effect on the Company ’s ability to timely perform its obligations2 [ * * * ] Portions of this exhibit have been redacted pursuant to a confidential treatment request . An unredacted version of thisexhibit has been filed separately with the Commission.under, or timely consummate any of the transactions contemplated by, this Agreement, except tothe extent that any such change, event or occurrence results from or arises out of changesoccurring in general legal, regulatory, political, economic or business conditions or changes inGAAP or interpretations thereof occurring after such date that, in each case, generally affect thebiotechnology or biopharmaceutical industries and have not had or would not be reasonablylikely to have a disproportionate effect on the Company and its subsidiaries compared to otherparticipants in the biotechnology or biopharmaceutical industries