definiens: means any change, event oroccurrence that has had or is reasonably likely to have ( i ) a material adverse effect on the business, condition(financial or other ), assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or(ii ) a material adverse effect on the Company ’s ability to timely perform its obligations under, or timely consummateany of the transactions contemplated by, this Agreement or the Collaboration and License Agreement, except to theextent that any such change, event or occurrence results from or arises out of changes occurring after the filing dateof the Most Recent 10 - K in general legal, regulatory, political, economic or business conditions or changes in GAAPor interpretations thereof occurring after such date that, in each case, generally affect the biotechnology orbiopharmaceutical industries and have not had or would not be reasonably likely to have a disproportionate effect onthe Company and its subsidiaries compared to other participants in the biotechnology or biopharmaceutical industries