definiens: means any change, event, condition, development, circumstance, state offacts, effect or occurrence that ( i ) has a material adverse effect on the business, assets, financial condition or resultsof operations of the Company, or ( ii ) prevents or materially delays the ability of the Company to perform its obligationsunder this Agreement in any material respect ; provided, however, that for the purposes of clause ( i ), none of thefollowing, and no change, event, condition, development, circumstance, effect or occurrence that results from orarises in connection with the following, either alone or in combination, shall be deemed to constitute a CompanyMaterial Adverse Effect or shall be taken into account in determining whether there has been a Company MaterialAdverse Effect : any change, event, condition, development, circumstance, state of facts, effect or occurrence to theextent resulting from or arising from ( A ) general conditions ( or changes therein ) in the industries in which the Companyoperates, ( B ) general economic or regulatory, legislative or political conditions ( or changes therein ) or securities, credit, financial or other capital markets conditions ( including changes generally in prevailing interest rates, currencyexchange rates, credit markets and price levels or trading volumes ), in each case in the United States, the EuropeanUnion or elsewhere in the world, ( C ) any changes after the Company Balance Sheet Date in applicable Law or GAAP(or the authoritative interpretation thereof ), ( D ) geopolitical conditions, the outbreak or escalation of hostilities, anyacts or threats of war ( whether or not declared ), sabotage, terrorism or any epidemics, or any escalation or worseningof any such acts or threat of war ( whether or not declared ), sabotage, terrorism or any epidemics, ( E ) any hurricane, tornado, flood, volcano, earthquake or other natural or man - made disaster or any other national or internationalcalamity, crisis or disaster, that could affect the Company ’s supply of Company Products and/or other 57materials, ( F ) the failure, in and of itself, of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after thedate of this Agreement, or changes in the market price or trading volume of the Company Common Stock or the creditrating of the Company ( it being understood that the underlying facts giving rise or contributing to such failure orchange may be taken into account in determining whether there has been a Company Material Adverse Effect if suchfacts are not otherwise excluded under this definition ), ( G ) the announcement, pendency or performance of any of theTransactions, including any loss of or change in relationship with any customer, supplier, vendor, service provider, collaboration partner or any other business partner, or departure of any employee or officer, of the Company, ( H ) thecompliance with the express covenants contained in this Agreement ( excluding the requirement that the Companyoperate in the ordinary course of business ), ( I ) any action taken by the Company at Parent ’s written request or withParent ’s prior written consent, ( J ) any conditions or events that occur in connection with the Company ’s, itscompetitors ’, or potential competitors ’ preclinical or clinical studies ( including regulatory changes that may affect suchstudies and/or the market for any particular product ) or the results of such studies or announcements thereof or inconnection therewith, and ( K ) the identity of Parent, Merger Sub or their respective affiliates, except ( x ) in the case ofclause ( A ), ( B ), ( C ), ( D ) or ( E ), to the extent that the Company is disproportionately affected thereby as compared withother participants in the industries in which the Company operates ( in which case the incremental disproportionateimpact or impacts may be taken into account in determining whether there has been a Company Material AdverseEffect ) ( it being understood that with respect to clauses ( D ) and ( E ), in the event that the matters described thereintake place in the San Francisco Bay Area, the comparison will be against such other industry participants in the SanFrancisco Bay Area ) and ( y ) in the case of clause ( J ) to the extent such condition or event results from fraud by theCompany ( in which case such condition or event, to the extent resulting from fraud by the Company, may be takeninto account in determining whether there has been a Company Material Adverse Effect )