definiens: means any event, occurren ce, condition or change that has had a material adverse effect on ( a ) the assets, liabilities, resu lts of operations, financial condition or business of the Company and its subsidiary taken as a whole, ( b ) the legali ty or enforceability of any of the Transaction Agre ements or ( c ) the ability of the Company to perform its obligatio ns under the Transaction Agreements, provided, in no event, shall a change in the market price of the Common St ock alone constitute a p rovided that the underlying cause of such change in stock p rice may be considered in determining whether there was a ; and provided, further, that the effects of conditions or events that are generally applicable to the capital, financial, banking or cu rrency markets and the biotechnology industry shall not, standing alone, constitute a sole ly to the extent that such change does not have a m aterial and disproportionate adverse impact on the Company, tak en as a whole, as compared to other industry partic ipants