definiens: shall mean any change, event, circumstance, development or effect ( each, a ) that, individually or in theaggregate with all other Changes, has had or would reasonably be expected to have a materialadverse effect on the Company ’s financial condition, business or operations ; provided that noneof the following, and no Change arising out of or resulting from the following, in each case to theextent arising after the date of this Agreement, shall constitute ( in and of itself ) a Material AdverseEffect or be taken into account in determining whether a has occurred(except, in the cases of clauses ( i ) and ( ii)(A ), ( D ) and ( E ), where the Company isdisproportionately adversely affected relative to other persons operating in the industries ormarkets in which the Company operates ): ( i ) any Change generally affecting ( A ) the industries inwhich the Company operates or ( B ) the economy, credit or financial or capital markets or politicalconditions in the United States or elsewhere in the world where the Company operates, includingchanges in interest or exchange rates, or ( y ) any Change arising out of, resulting from orattributable to ( A ) changes or prospective changes in law, in applicable regulations of anygovernmental entity, in generally accepted accounting principles or in accounting standards, orany changes or prospective changes in the interpretation or enforcement of any of the foregoingin the United States or elsewhere in the world where the Company operates, ( B ) theannouncement or pendency of this Agreement, ( C ) the taking of any action by the Company tothe extent the taking of such action is expressly required by this Agreement or the CollaborationAgreement or the failure by the Company to take any action to the extent the taking of such actionis expressly prohibited by this Agreement or the Collaboration Agreement, ( D ) acts of war(whether or not declared ), hostilities, sabotage or terrorism, or any escalation or worsening of anysuch acts of war ( whether or not declared ), hostilities, sabotage or terrorism in the United Statesor elsewhere in the world where the Company operates, ( E ) pandemics, earthquakes, hurricanes, tornados or other natural disasters in the United States or elsewhere in the worldwhere the Company operates, ( F ) any decline in the market price, or change in trading volume, ofthe Company Common Stock ( it being understood, in each case, that the facts or occurrencesgiving rise or contributing to such decline or change may be deemed to constitute, or be takeninto account in determining whether there has been, or would reasonably be expected to be, aMaterial Adverse Effect ), or ( G ) any failure by the Company to meet internal, analysts ’ or otherearnings estimates or financial projections or forecasts for any period, or any changes in creditratings and any changes in any analysts recommendations or ratings with respect to theCompany ( it being understood, in each case, that the facts or occurrences giving rise orcontributing to such failure or change may be deemed to constitute, or be taken into account indetermining whether there has been, or would reasonably be expected to be, a Material AdverseEffect )