definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects, has ( i ) a material adverse effect on the b usiness, financial condition, assets, results of operations or prospects of the Company and its subsidiaries, t aken as a whole, or ( ii ) a material adverse effect on the Com pany ’s ability to perform its obligations, or consu mmate the Transaction, in accordance with the terms of this A greement, except in the case of ( i ) or ( ii ), to the extent that any such Effect results from or arises out of : ( A ) changes in conditions in the United States or globa l economy or capital or financial markets generally, including c hanges in interest or exchange rates, ( B ) changes i n general legal, regulatory, political, economic or business conditions or changes in generally accepted account ing principles in the United States or interpretations thereof that, in each case, generally affect the bi otechnology or biopharmaceutical industries, ( C ) the announcement, pendency or performance of the Transaction Agreeme nts, or the consummation of the Transaction or the ident ity of the Investor, ( D ) acts of war, sabotage or t errorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, ( E ) earthquakes, hurricane s, floods or other natural disasters, ( F ) changes in the market price or trading volume of the Shares, provided tha t the facts giving rise to or contributing to any such change m ay constitute or be taken into account when determi ning whether there has been or will be a Material Advers e Effect, except to the extent any of such facts is an Effect referred in other clauses of this definition, ( G ) s hareholders litigation in connection with the entry into or performance under the Transaction Agreements, or ( H ) the Investor ’s or any of its Affiliates ’ material breach of the Transaction Agreements ; provided that, with res pect to clauses ( A ), ( B ), ( D ), and ( E ), such Effect does not have a materially disproportionate and adverse effe ct on the Company relative to other companies of si milar size and stage of development in the biotechnology or bi opharmaceutical industries