definiens: means any Effect that, considered together with all other Effects thathave occurred prior to the date of determination of the occurrence of the Immunic Material Adverse Effect, is or wouldreasonably be expected to be materially adverse to, or has or would reasonably be expected to have or result in amaterial adverse effect on : ( a ) the business, condition ( financial or otherwise ), capitalization, assets, operations orfinancial performance of Immunic and its Subsidiaries taken as a whole ; or ( b ) the ability of Immunic or a Holder toconsummate the Contemplated Transactions or to perform any of its covenants or obligations under the Agreement inall material respects ; provided, however, that Effects from the following shall not be deemed to constitute ( nor shallEffects from any of the following be taken into account in determining whether there has occurred ) an ImmunicMaterial Adverse Effect : ( i ) any rejection by a Governmental Body of a registration or filing by Immunic relating to theImmunic IP Rights ; ( ii ) any change in the cash position of Immunic which results from operations in the OrdinaryCourse of Business ; ( iii ) conditions generally affecting the industries in which Immunic and its Subsidiaries participateor the global economy or capital markets as a whole, to the extent that such conditions do not have a disproportionateimpact on Immunic and its Subsidiaries taken as a whole ; ( iv ) any failure by Immunic or any of its Subsidiaries tomeet internal projections or forecasts on or after the date of this Agreement ( it being understood, however, that anyEffect causing or contributing to any such failure to meet projections or forecasts may constitute a Immunic MaterialAdverse Effect and may be taken into account in determining whether a Immunic Material Adverse Effect hasoccurred ) ; ( v ) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation orworsening thereof ; or ( vi ) any changes ( after the date of this Agreement ) in GAAP, IFRS or applicable LegalRequirements