definiens: shall mean any change, event or occurrence ( each, an ) that, individually or when takentogether with all other Effects, has ( i ) a material adverse effect on the business, financial condition, results of operations orprospects of the Company and its subsidiaries, taken as a whole, or ( ii ) a material adverse effect on the Company ’s ability toperform its obligations, or consummate the Transaction, in accordance with the terms of this Agreement, except in the case of(i ) or ( ii ) to the extent that any such Effect results from or arises out of : ( A ) changes in conditions in the United States or globaleconomy or capital or financial markets generally, including changes in interest or exchange rates, ( B ) changes in generallegal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles in theUnited States or interpretations thereof that, in each case, generally affect the biotechnology or biopharmaceutical industries,(C ) the announcement, pendency or performance of this Agreement, the Discovery Agreement or the [COMPANY] License andCollaboration Agreement, or the consummation of the Transaction or the identity of the Investor, ( D ) any change in thetrading prices or trading volume of the Common Stock ( it being understood that the facts giving rise to or contributing to anysuch change may be deemed to constitute, or be taken into account when determining whether there has been or will be, aMaterial Adverse Effect, except to the extent any of such facts is an Effect referred in clauses ( A ) through ( J ) of this definition),(E ) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism,(F ) earthquakes, hurricanes, floods or other natural disasters, ( G ) any action taken by the Company contemplated by thisAgreement or in accordance with any of the Collaboration Agreements or with the Investor ’s written consent, ( H ) any breach, violation or non - performance by the Investor or any of its Affiliates under any of the Collaboration Agreements, or(I ) shareholder litigation arising out of or in connection with the execution, delivery or performance of the TransactionAgreements, the Discovery Agreement or the [COMPANY] License and Collaboration Agreement ; provided, that with respect toclauses ( A ), ( B ), ( E ) and ( F ) such Effect does not have a materially disproportionate and adverse effect on the Company relativeto most other comparable companies and their respective subsidiaries, taken as a whole, in the biotechnology orbiopharmaceutical industries