definiens: means any change, effect, event or occurrence that has, or would reasonably be expected to have, a material adverseeffect on ( i ) the business, financial condition, or results of operations of the Company or ( ii ) the ability of the Company, on orbefore the Outside Date, to perform its obligations under this Agreement that are required to be performed on or before theOutside Date or to consummate the transactions contemplated by this Agreement to be consummated on or before the OutsideDate ; provided, however, that, in the case of clause ( i ) only, none of the following shall be deemed to be, and shall not betaken into account in determining whether there has been, a Material Adverse Effect : ( A ) the fact, in and of itself, ofdiminishment in the Company ’s cash balance or financial investments to the extent resulting from operations not in breach ofthe Company ’s covenants and agreements hereunder or ( B ) any change, effect, event or occurrence to the extent resulting from(1 ) general changes after the date hereof in capital markets, general economic conditions or the industries in which theCompany operates, or any outbreak or escalation after the date hereof of hostilities or war, ( 2 ) the announcement, pendencyor performance of this Agreement or the transactions contemplated hereby, ( 3 ) changes after the date hereof in any laws orregulations or applicable accounting regulations or principles or the interpretations thereof, ( 4 ) the incurrence or payment offees and expenses ( including the fees and expenses of the Company ’s Financial Advisor, counsel and accountants ) inconnection with ( x ) this Agreement, the Offer, the Merger and the other transactions contemplated hereby or12 ( y ) the Company ’s efforts to dispose of Plenaxis ®, ( 5 ) actions taken by the Company at, and in accordance with, the writtendirection or request of Parent, or ( 6 ) provided that the Company complies in all material respects with Section 6.14, the failureof the Company to dispose of its Plenaxis ® related assets, unless, in the case of clause ( 1 ) or ( 3 ), such change, effect, event oroccurrence has a materially disproportionate effect on the Company compared with other companies operating in theindustries in which the Company operates