definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects, has ( i ) a material adverseeffect on the business, financial condition, assets, results of operations or prospects of theCompany and its subsidiaries, taken as a whole, or ( ii ) a material adverse effect on theCompany ’s ability to perform its obligations, or consummate the Transaction, in accordance withthe terms of this Agreement, except in the case of ( i ) or ( ii ) to the extent that any such Effectresults from or arises out of : ( A ) changes in conditions in the United States or global economy orcapital or financial markets generally, including changes in interest or exchange rates, ( B)changes in general legal, regulatory, political, economic or business conditions or changes ingenerally accepted accounting principles in the United States or interpretations thereof that, ineach case, generally affect the biotechnology or biopharmaceutical industries, ( C ) theannouncement of this Agreement or the Collaboration Agreement or the identity of the Investor,(D ) any change in the trading prices or trading volume of the Common Stock ( it being understoodthat the facts giving rise to or contributing to any such change may be deemed to constitute, or betaken into account when determining whether there has been or will be, a Material AdverseEffect, except to the extent any of such facts is an Effect referred in clauses ( A)2 through ( I ) of this definition ), ( E ) acts of war, sabotage or terrorism, or any escalation or worseningof any such acts of war, sabotage or terrorism, ( F ) earthquakes, hurricanes, floods or other naturaldisasters, ( G ) any action taken by the Company contemplated by this Agreement or inaccordance with the Collaboration Agreement or with the Investor ’s written consent, ( H ) anybreach, violation or non - performance by the Investor or any of its Controlled Affiliates under theCollaboration Agreement, or ( I ) shareholder litigation arising out of or in connection with theexecution, delivery or performance of the Transaction Agreements ; provided, that, with respect toclauses ( A ), ( B ), ( E ) and ( F ), such Effect does not have a materially disproportionate and adverseeffect on the Company relative to other companies in the biotechnology or biopharmaceuticalindustries