definiens: shall mean any ch ange, event, effect, claim, violation, inaccuracy, circumstance or other matter ( any such item, an ) that, individually or taken together with al l other Effects, ( a ) is or could reasonably be expected to be or to become materially adverse to the business, operations, financial performance, properties, capitalization, condition ( financial or otherwise ), Intellectual Pr operty, Intellectual Property Rights, Contract rights, empl oyee relations, government relations, Governmental Authorizations, Assets, Liabilities or current drug development plans of the Company or ( b ) prevents o r materially limits or delays, or could reasonably be expected to prevent or materially limit or delay, the performance by the Company of any of its or his obl igations, agreements or covenants under this Agreem ent or any of the other Operative Documents, the exercise by Acquiror of any of its rights under this Agreeme nt or any of the Other Operative Documents or the consummatio n of the Merger or any of the other transactions contemplated by the Operative Documents ; provided, however, that in no event shall any of the following occurring after the date of this Agreement, alone o r in combination, be deemed to constitute, or be ta ken into account in determining whether there has been or wi ll be, a Company Material Adverse Effect : ( i ) any E ffect that results directly from changes affecting the biotech nology or pharmaceutical industries generally ( to t he extent such Effect is not disproportionate with respect to the Company in any material respect ) or the United States economy generally ( to the extent such Effect is not disproportionate with respect to the Company in an y material respect ) ; or ( ii ) any Effect that results directly from changes affecting general worldwide economic o r capital market conditions ( to the extent such Effect is not disproportionate with respect to the Company in an y material respect )