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 det ermination of the occurrence of the Material Adverse Event, has h ad a material adverse effect on the business, prope rties, management, financial position, stockholders ’ equit y or results of operations of the Company and its s ubsidiaries taken as a whole or on the performance by the Compa ny of its obligations under the Transaction Agreeme nts, except to the extent that any such Effect results f rom or arises out of : ( A ) changes in conditions in the United States or global economy or capital or financial ma rkets generally, including changes in interest or e xchange rates, ( B ) changes in general legal, regulatory, po litical, economic or business conditions or changes in generally accepted accounting principles in the United States or interpretations thereof, ( C ) acts of war, sabot age or terrorism, or any escalation or worsening of any su ch acts of war, sabotage or terrorism, ( D ) earthqua kes, hurricanes, floods or other natural disasters, ( E ) the announcement of the Transaction Agreements, the Collaboration Agreement or the Transaction, ( F ) any change in the Company ’s stock price or trading vol ume or any failure to meet internal projections or forecas ts or published revenue or earnings projections of industry analysts ( provided that the underlying events givin g rise to any such change shall not be excluded ) or ( G ) any breach, violation or non - performance by the Investo r or any of its Affiliates under the Collaboration Agreement, provided, however, that the Effects excluded in cl auses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to the extent such Effects are not disproportionately adve rse on the Company and its subsidiaries as compared to other companies operating in the Company ’s industry