definiens: shall mean, in reference to any fact, circumstance, event, change or occurrence, any such fact, circums tance, event, change or occurrence that, individual ly or in the aggregate with all other facts, circumstances, even ts, changes or occurrences, has or would reasonably be expected to have a material adverse effect on the results of operations or financial condition of Licensee, oth er than changes, events, occurrences or effects arising out of, resu lting from or attributable to ( a ) changes in condit ions in the United States or global economy or capital or financial ma rkets generally, including changes in interest or e xchange rates, ( b ) conditions ( or changes therein ) in any industry or industries in which Licensee operates, ( c ) any change in Legal Requirements or GAAP or interpretation of any of the foregoing, ( d ) acts of war, sabotage or ter rorism, or any escalation or worsening of any such acts of war, sabotage or terrorism 3 Exhibit 10.4 threatened or underway as of the date of this Agree ment, or ( e ) pandemics, storms, earthquakes or othe r natural disasters ; except, in the case of the foregoing cla uses ( a ), ( b ), ( c ), ( d ) and ( e ), to the extent that any such condition has a materially disproportionate adverse effect on Licensee, relative to other companies of comparabl e size to Licensee operating in the industry in which License e operates