definiens: shall mean any change that does, or would bereasonably expected to, have a material adverse effect on : ( a ) the Contributed [COMPANY] Assets, taken as a whole ; or ( b ) the ability ofGeron to perform any of its obligations under this Agreement ; provided, however, that, with respect to clause above, noneof the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken intoaccount in determining whether there has been or would be, a [COMPANY] Material Adverse Effect : ( i ) any adverse effect resultingfrom or arising out of the announcement or pendency of the Agreement or the Transactions ; ( ii ) any adverse effect resulting fromor arising out of general economic conditions that do not disproportionately affect [COMPANY], taken as a whole relative to the otherentities in the industries where [COMPANY] competes ; ( iii ) any adverse effect resulting from or arising out of general conditions in theindustries in which [COMPANY] operates that do not disproportionately affect [COMPANY], taken as a whole relative to the other entities inthe industries where [COMPANY] competes ; ( iv ) any adverse effect resulting from or arising out of any natural disaster or any acts ofterrorism, sabotage, military action or war or any escalation or worsening thereof ; ( v ) any adverse effect resulting from or arisingout of any changes in any Legal Requirement or GAAP ; or ( vi ) any adverse effect resulting from or arising out of actions takenby ( or any inactions of ) the Wisconsin Alumni Research Foundation ( including with respect to the delivery to [COMPANY] of anytermination notice under any existing license with [COMPANY] or otherwise )