definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other Effects that have occurred prior tothe date of determination of the occurrence of the Material Adverse Event, has had a materialadverse effect on the business, properties, management, financial position, stockholders ’ equityor results of operations of the Company and its Subsidiaries taken as a whole or on theperformance by the Company of its obligations under the Transaction Agreements, except to theextent that any such Effect results from or arises out of ( i ) changes in general business oreconomic conditions affecting the Company ’s industry, ( ii ) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accountingprinciples in the United States or interpretations thereof, ( iii ) acts of war, sabotage or terrorism, orany escalation or worsening of any such acts of war, sabotage or terrorism, ( iv ) earthquakes, hurricanes, floods or other natural disasters, ( v ) the announcement of the TransactionAgreements, the Joint Venture, the Collaboration Agreement or the Transaction, ( vi ) any changein the Company ’s stock price or trading volume or any failure to meet internal projections orforecasts or published revenue or earnings projections of industry analysts ( provided that theunderlying events giving rise to any such change shall not be excluded ) or ( vii ) any breach, violation or non - performance by the Investor or any of its Affiliates under the Joint Venture or theCollaboration Agreement ; provided, however, that the Effects excluded in clauses ( i ), ( ii ), ( iii ) and(iv ) shall only be excluded to the extent such Effects are not disproportionately adverse on theCompany and its Subsidiaries as compared to other companies operating in the Company’sindustry