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 ) chan ges in conditions in the United States or global ec onomy 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 of this Agreement or the Collaboration Agreement or the identity of the Investor, ( D ) any change in the tra ding prices or trading volume of the Common Stock ( it being understood that the facts giving rise to or contrib uting to any such change may be deemed to constitut e, or be taken into account when determining whether there h as been or will be, a Material Adverse Effect, exce pt to the extent any of such facts is an Effect referred in c lauses ( A ) 2 through ( I ) of this definition ), ( E ) acts of war, s abotage or terrorism, or any escalation or worsenin g of any such acts of 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 accordance with the Collaboration Agreement or with the Investor ’s written consent, ( H ) any breach, violation or non - performance by the Investor or a ny of its Controlled Affiliates under the Collaboration Agree ment, or ( I ) shareholder litigation arising out of or in connection with the execution, delivery or performa nce of the Transaction Agreements ; provided, that, with respect to clauses ( A ), ( B ), ( E ) and ( F ), such Effe ct does not have a materially disproportionate and adverse effect on the Company relative to other companies i n the biotechnology or biopharmaceutical industries