definiens: shall mean any change, event or occurrence ( each, an ) that, individually orwhen taken together with all other Effects, has had, or would reasonably be expected to have, ( i ) a material adverseeffect on the business, financial condition, assets or results of operations of the Company and its subsidiaries, takenas a whole, or ( ii ) a material adverse effect on the Company ’s ability to perform its obligations, or consummate theTransaction, in accordance with the terms of this Agreement, except in the case of ( i ) to the extent that any suchEffect results from or arises out of : ( A ) changes in conditions in the United States or global economy or capital orfinancial markets generally, including changes in interest or exchange rates, ( B ) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles in the United Statesor interpretations thereof, ( C ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts ofwar, sabotage or terrorism, ( D ) earthquakes, hurricanes, floods or other natural disasters, ( E ) the announcement ofthis Agreement or the Transaction, ( F ) any change in the Company ’s stock price or trading volume or any failure tomeet internal projections or forecasts or published revenue or earnings projections of industry analysts ( provided thatthe underlying events giving rise to any such change shall not be excluded ), ( G ) any breach, violation or non - performance by the Investor or any of its Affiliates under the Collaboration Agreement, provided, however, that theEffects excluded in clauses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to the extent such Effects are notdisproportionately adverse on the Company and its subsidiaries as compared to other companies operating in theCompany ’s industry