definiens: means any Effect that, considered together with all otherEffects that have occurred prior to the date of determination of the occurrence of the CompanyMaterial Adverse Effect, is or would reasonably be expected to be or to become materiallyadverse to, or has or would reasonably be expected to have or result in a material adverse effecton : ( a ) the business, condition ( financial or otherwise ), capitalization, assets, operations orfinancial performance of the Company and its Subsidiaries ; provided, however, that Effects fromthe following shall not be deemed to constitute ( nor shall Effects from any of the following betaken into account in determining whether there has occurred ) a Company Material AdverseEffect : ( i ) conditions generally affecting the industries in which the Company participates or theUnited States, France or global economy or capital markets as a whole, to the extent that suchconditions do not have a disproportionate impact on the Company and its Subsidiaries ; ( ii ) theexecution, delivery, announcement or performance of the obligations under this Agreement or theannouncement, pendency or anticipated consummation of the Transactions ; ( iii ) any naturaldisaster or any acts of terrorism, sabotage, military action or war or any escalation or worseningthereof, to the extent that such events do not have a disproportionate impact on the Company andits Subsidiaries ; ( iv ) any changes ( after the date of this Agreement ) in French GAAP, U.S. GAAPor Applicable Law ; ( v ) any decision or action, or inaction, by the FDA or other comparable foreignGovernmental Authority with respect to any product of any competitor of the Company or of anythird - party company developing gene - therapy products ; or ( vi ) any scientific, treatment or clinicaltrial results relating to any product of any competitor of the Company or of any third - partycompany developing gene - therapy products ; or ( b ) the ability of the Company to consummate theShare Contribution or any of the other Transactions or to perform any of its covenants orobligations under the Agreement in all material respects