definiens: shall mean, with respect to Sangamo, an event, occurrence, development orchange ( a ) that ( i ) occurs after the Execution Date and prior to or on the HSR Clearance Date and ( ii ) is reflected inany disclosure schedule delivered to [COMPANY] Idec pursuant to the proviso in the first sentence of Section 7.2 after theExecution Date and within three ( 3 ) days following the HSR Clearance Date ( each event, occurrence, development orchange that satisfies the criteria in both ( i ) and ( ii ), an ) and ( b ) that, individually or when taken together with allother Effects, has or would reasonably be expected to have a material adverse effect on the [ * * * ] taken as a whole, the Parties ’ practice of the [ * * * ] taken as a whole and as contemplated by this Agreement or the [ * * * ] as contemplatedby this Agreement, except for any Effect resulting from ( 1 ) any change in applicable law, rules or regulations or theinterpretation thereof other than any change in regulations promulgated by the FDA or any change in the interpretationof any regulation promulgated by the FDA relating, in each such case, to the use of Zinc Finger Proteins in connectionwith any therapeutic product, ( 2 ) any event or change affecting the pharmaceutical industry that does not have adisproportionate effect on the practice of the Licensed Technology taken as a whole and as contemplated by thisAgreement or the development, manufacture or commercialization of Licensed Products as contemplated by thisAgreement, ( 3 ) any event or change affecting [COMPANY] Idec, provided that such event or change is not caused bySangamo, ( 4 ) announcement of entry into this Agreement, ( 5 ) any Third Party data or publication, provided that suchdata or publication did not arise from a collaboration with Sangamo, or ( 6 ) any development in the field of gene therapyas it relates to the treatment or prevention of beta thalassemia or sickle cell disease other than any such developmentthat relates to the use of Zinc Finger Proteins in connection with any therapeutic product for the treatment orprevention of beta thalassemia or sickle cell disease