definiens: means any change, event or occurrence that, individually or in theaggregate, has had or is reasonably likely to have ( i ) a material adverse eﬀect on the business, condition ( ﬁnancial or otherwise),assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or ( ii ) a material adverse eﬀect on theCompany ’s ability to timely perform its obligations under, or timely consummate any of the transactions contemplated by, thisAgreement or the License Agreement, except to the extent that any such change, event or occurrence results from or arises out ofchanges occurring after the ﬁling date of the Most Recent 10 - Q in general legal, regulatory, political, economic or business conditionsor changes in GAAP or interpretations thereof occurring after such date that, in each case, generally aﬀect the biotechnology orbiopharmaceutical industries and have not had or would not be reasonably likely to have a disproportionate eﬀect on the Company andits subsidiaries compared to other participants in the biotechnology or biopharmaceutical industries