definiens: shall mean any change, event or occurrence ( each, an ) that, individually orwhen taken together with all other Effects, has had or is reasonably likely to have ( a ) a material adverse effect on thebusiness, condition ( financial or 4other ), assets, liabilities or results of operations of the Company, taken as a whole, or ( b ) a material adverse effect onthe Company ’s ability to timely perform its obligations under, or timely consummate any of the transactionscontemplated by, the Transaction Agreements, ( including the sale of the Shares, in accordance with the terms of thisAgreement ), to the extent that any such Effect results from or arises out of : ( i ) changes occurring after the date hereofin conditions in the United States of America or global economy or capital or financial markets generally, includingchanges in interest or exchange rates, ( ii ) changes occurring after the date hereof in general legal, regulatory, political, economic or business conditions or changes to U.S. GAAP or interpretations thereof occurring after the date hereofthat, in each case, generally affect the biotechnology or biopharmaceutical industries, ( iii ) acts of war, sabotage orterrorism occurring after the date hereof, or any escalation or worsening of any such acts of war, sabotage orterrorism, or ( iv ) earthquakes, hurricanes, floods or other natural disasters occurring after the date hereof, provided, however, that any Effect referred to in clauses ( i)-(iv ) above shall be taken into account in determining whether aMaterial Adverse Effect has occurred or would be reasonably likely to occur only if such Effect has had or would bereasonably likely to have a disproportionate effect on the Company compared to other participants in thebiotechnology or biopharmaceutical industries