definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when taken together with all other effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Effec t, is or is reasonably likely to be materially adverse to the business, clinical or pre -clinical programs, intellectual property, condition ( financial or other ), assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a w hole ; provided, however, that in no event shall any of the 3 following occurring after the date hereof, alone or in combination, be deemed to constitute, or be taken into account in determining whether a Material Adverse Effect has occurred : ( i ) chan ges in the Company ’s industry generally or in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, ( ii ) any Effect caused by the announcement or pendency of the transactions contemplated by this Agreement, or the identity of the Purchaser or any of its Affiliates as the purchaser in connection with the transactions contemplated by this Agreement, ( iii ) the performance of this Agreement and the transactions contemplated hereby, i ncluding compliance with the covenants set forth herein, or any action taken or omitted to be taken by the Company at the request or with the prior consent of the Purchaser, ( iv ) changes in general legal, regulatory, political, economic or business conditi ons or changes to GAAP ( as defined herein ) or interpretations thereof occurring after the date hereof that, in each case, generally affect the biotechnology or biopharmaceutical industries, ( v ) acts of war, sabotage or terrorism occurring after the date hereof, or any escalation or worsening of any such acts of war, sabotage or terrorism, or ( vi ) earthquakes, hurricanes, floods or other natural disasters occurring after the date hereof, provided, however, that with respect to clauses ( i ), ( iv ), ( v ) and ( vi ), such effects, alone or in combination, may be deemed to constitute, or be taken into account in determining whether a Material Adverse Effect has occurred, but only to the extent such effects disproportionately affect the Company and its Subsidiaries com pared to other participants in the biotechnology or biopharmaceutical industries