definiens: means, ( i ) with respect to the obligations of the [COMPANY] Parties hereunder or the conditionsto Closing in Section 10.02, a material adverse effect on the financial condition, activities, assets or results of operations of(A ) the Purchased Assets and the Research Activities taken as a whole ( for purposes of Section 10.02 ) or ( B ) for purposes ofdetermining any indemnity obligation of the [COMPANY] Parties under Article 11, the Purchased Assets or the ResearchActivities ( clause ( i)(A ) or ( i)(B ), as applicable, subject to the exceptions and provisos below in this definition, being referredto as a ), and ( ii ) with respect to Diversa, a material adverse effect on the financial condition, business, assets or results of operations of Diversa and its Subsidiaries, taken as a whole ( clause ( ii ), subject to the exceptionsand provisos below in this definition, being referred to as a ), except, in each case, anysuch effect resulting from or arising in connection with this Agreement or the transactions contemplated hereby or theannouncement hereof, and provided that none of the following will be deemed in and of themselves, either alone or incombination, to constitute a Material Adverse Effect ( A ) any change in the market price or trading volume of Diversa’scommon stock after the date hereof or any change in the stock market generally, ( B ) any failure by Diversa or the SyngentaParties to meet internal projections or forecasts or published revenue or earnings predictions, ( C ) any adverse changes, state offacts or developments attributable to ( i ) conditions affecting the industries in which the [COMPANY] Parties or Diversa ( asapplicable ) operates or conducts business generally, ( ii ) changes in the U.S. economy as a whole, ( iii ) change in accountingrequirements or principles or any change in applicable law, statute, regulation or rule or ( iv ) political conditions generally orterrorist activities or conditions of war