definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other effects that have occurred prior to the date of det ermination of the occurrence of the Material Adverse Effect, is o r is reasonably likely to be materially adverse to the business, financial condition, assets, liabilities, or result s of operations or prospects ( as disclosed in the m ost recent Company SEC Documents ) of the Company and its Subsidiaries, taken as a whole or on the performance by the Comp any of its obligations under the Transaction Agreements ; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combin ation, be deemed to constitute, or be taken into ac count in determining whether a Material Adverse Effect has o ccurred : ( i ) any change in the Company ’s stock pric e or trading volume, ( ii ) changes in the Company ’s indus try generally or in conditions in the United States or global economy or capital or financial markets generally, including changes in interest or exchange rates, ( i ii ) any Effect caused by the announcement or pendency of the trans actions contemplated by the Transaction Agreements, or the identity of the Purchaser or any of its Affiliates as the purchaser in connection with the transaction s contemplated by this Agreement or as a participant in the Licens e Agreement, ( iv ) the performance of this Agreement, the License Agreement and the transactions contemplated hereby and thereby, including compliance with the covenants set forth herein and therein, or any acti on taken or omitted to be taken by the Company at t he request or with the prior consent of the Purchaser, ( v ) change s in general legal, regulatory, political, economic or business conditions or changes in GAAP or interpretations th ereof occurring after the date hereof that, in each case, generally affect the biotechnology or biopharmaceut ical industries, ( vi ) acts of war, sabotage or terr orism occurring after the date hereof, or any escalation or worseni ng of any such acts of war, sabotage or terrorism, or ( vii ) earthquakes, hurricanes, floods or other natural di sasters occurring after the date hereof, provided, however, that ( x ) the exceptions in clause ( i ) and ( ii ) shall not prevent or otherwise affect a determination that a ny Effect underlying such change or failure has resulted in, or contributed to, a Material Adverse Effect and ( y ) with respect to clauses ( v ) and ( vi ), such effects, alone or in combination, may be deemed to constitute, or be tak en into account in determining whether a Material Adverse Effect ha s occurred, but only to the extent such effects disproportionately affect the Company and its Subsi diaries compared to other participants in the biote chnology or biopharmaceutical industries