definiens: shall mean any change, event or occurrence ( each, an ) that, individually orwhen taken together with all other Effects, has had, or would reasonably be expected to have, ( i ) a material adverseeffect on the business, financial condition, assets or results of operations of the Company and its subsidiaries, takenas a whole, or ( ii ) a - 2 -material adverse effect on the Company ’s ability to perform its obligations, or consummate the Transaction, inaccordance with the terms of this Agreement, except in the case of ( i ) to the extent that any such Effect results fromor arises out of : ( A ) changes in conditions in the United States or global economy or capital or financial marketsgenerally, including changes in interest or exchange rates, ( B ) changes in general legal, regulatory, political, economicor business conditions or changes in generally accepted accounting principles in the United States or interpretationsthereof, ( C ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage orterrorism, ( D ) earthquakes, hurricanes, floods or other natural disasters, ( E ) the announcement of this Agreement orthe Transaction, ( F ) any change in the Company ’s stock price or trading volume or any failure to meet internalprojections or forecasts or published revenue or earnings projections of industry analysts ( provided that the underlyingevents giving rise to any such change shall not be excluded ), ( G ) any breach, violation or non - performance by theInvestor or any of its Affiliates under the Collaboration Agreement, provided, however, that the Effects excluded inclauses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to the extent such Effects are not disproportionately adverse onthe Company and its subsidiaries as compared to other companies operating in the Company ’s industry