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, results of operations or prosp ects of the Company and its subsidiaries, taken as a whole, or ( ii ) a material adverse effect on the Company ’s abi lity to perform its obligations, or consummate 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 ) chan ges in conditions in the global economy or capital or financial markets generally, including changes in interest or exchange rates, ( B ) changes in general legal, regu latory, political, economic or business conditions or chang es in the International Financial Reporting Standar ds or interpretations thereof that, in each case, general ly affect the biotechnology or biopharmaceutical in dustries, ( C ) the announcement, pendency or performance of this A greement or the License Agreement, or the consummat ion of the Transaction or the identity of the Investor, ( D ) any change in the trading prices or trading vo lume of the Ordinary Shares ( it being understood that the facts giving rise to or contributing to any such change may be deemed to constitute, or be taken into account when determining whether there has been or will be, a M aterial Adverse Effect, except to the extent any of such fa cts is an Effect referred in clauses ( A ) through ( J ) of this definition ), ( E ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts o f war, sabotage or terrorism, ( F ) earthquakes, hurricanes, floods or other natural disasters, ( G ) any action taken by the Company contemplated by this Agreement or in accord ance with the License Agreement or with the Investo r ’s written consent, ( H ) any breach, violation or non - p erformance by the Investor or any of its Affiliates under the License Agreement, or ( I ) shareholder litigation ar ising out of or in connection with the execution, d elivery or performance of the Transaction Agreements or the Li cense Agreement ; provided, that with respect to cla uses ( A ), ( B ), ( E ) and ( F ) such Effect does not have a m aterially disproportionate and adverse effect on th e Company relative to most other comparable companies and the ir respective subsidiaries, taken as a whole, in th e biotechnology or biopharmaceutical industries