definiens: shall mean any change that does, or would bereasonably expected to, have a material adverse effect on : ( a ) the Contributed BioTime Assets, taken as a whole ; or ( b ) the abilityof BioTime and BAC to timely consummate the Transactions or to perform any of their respective obligations under thisAgreement ; provided, however, that, with respect to clause above, none of the following shall be deemed either alone or incombination to constitute, and none of the following shall be taken into account in determining whether there has been or wouldbe, a BioTime Material Adverse Effect : ( a ) any adverse effect resulting from or arising out of the announcement or pendency ofthe Agreement or the Transactions ; ( b ) any adverse effect resulting from or arising out of general economic conditions that do notdisproportionately affect BioTime, taken as a whole relative to the other entities in the industries where BioTime competes ; ( c)any adverse effect resulting from or arising out of general conditions in the industries in which BioTime operates that do notdisproportionately affect BioTime, taken as a whole relative to the other entities in the industries where BioTime competes ; ( d)any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war orany escalation or worsening thereof ; or ( e ) any adverse effect resulting from or arising out of any changes in any LegalRequirement or GAAP