definiens: shall mean any change, event or occurrence ( each, an ) that, individuallyor when taken together with all other Effects, has had or is reasonably likely to have ( i ) a material adverse effect onthe business, condition ( financial or other ), assets, liabilities or results of operations of the Company and itsSubsidiaries, taken as a whole, or ( ii ) a material adverse effect on the Company ’s ability to timely perform itsobligations under, or timely consummate any of the transactions contemplated by, the Transaction Agreements,(including the sale of the Shares, in accordance with the terms of this Agreement ), except in the case of ( i ) or ( ii ) tothe extent that any such Effect results from or arises out of : ( A ) changes occurring after the date hereof in conditionsin the Netherlands or global economy or capital or financial markets generally, including changes in interest orexchange rates, ( B ) changes occurring after the date hereof in general legal, regulatory, political, economic orbusiness conditions or changes International Financing Reporting Standards or interpretations thereof occurring afterthe date hereof that, in each case, generally affect the biotechnology or biopharmaceutical industries, ( C ) acts of war, sabotage or terrorism occurring after the date hereof, or any escalation or worsening of any such acts of war, sabotage or terrorism, ( D ) earthquakes, hurricanes, floods or other natural disasters occurring after the date hereof, or(E ) any action expressly required by the Company contemplated by this Agreement or expressly required by theCollaboration Agreement or with the Purchaser ’s written consent ; provided, however, that any change, event oroccurrence referred to in clauses ( A)-(D ) above shall be taken 4 into account in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur ifsuch change, event or occurrence has had or would be reasonably likely to have a disproportionate effect on theCompany and its Subsidiaries compared to other participants in the biotechnology or biopharmaceutical industries