definiens: shall mean any change, condition, event, effect, circumstance, development oroccurrence ( each, an ) that, individually or when taken together with all other effects that haveoccurred prior to the date of determination of the occurrence of the Material Adverse Effect ( a ) has, or wouldreasonably be expected to have, a materially adverse effect on the business, clinical or pre - clinical programs, intellectual property, condition ( financial or other ), assets, properties, liabilities or results of operations of theCompany and its Subsidiaries, taken as a whole, ( b ) would reasonably be expected to prevent, materiallyimpede or materially delay the Closing or any other transactions contemplated by this Agreement or theCollaboration Agreement, ( c ) would materially and adversely affect the ability of the Company to perform itsobligations under the Collaboration Agreement, or ( d ) would materially and adversely affect the ability of theCompany to perform its obligations under this Agreement ; provided, however, that in no event shall any of thefollowing occurring after the date hereof, alone or in combination, be deemed to constitute, or be taken intoaccount in determining whether a Material Adverse Effect has occurred : ( i ) changes in the Company’sindustry generally or in conditions in the PRC or global economy or capital or financial markets generally, including changes in interest or exchange rates, ( ii ) any Effect caused by the announcement or pendency ofthe transactions contemplated by the Transaction Agreements, or the identity of the Investor or any of itsAffiliates as the Investor in connection with the transactions contemplated by this Agreement or as aparticipant in the Collaboration Agreement, ( iii ) the performance ofthis Agreement, the Collaboration Agreement and the transactions contemplated hereby and thereby, including compliance with the covenants set forth herein and therein, or any action taken or omitted to betaken by the Company at the written request or with the prior written consent of the Investor, ( iv ) changes ingeneral legal, regulatory, political, economic or business conditions or changes to GAAP or interpretationsthereof occurring after the date hereof that, in each case, generally affect the biotechnology orbiopharmaceutical industries, ( v ) acts of war, sabotage or terrorism occurring after the date hereof, or anyescalation or worsening of any such acts of war, sabotage or terrorism, or ( vi ) earthquakes, hurricanes, floodsor other natural disasters occurring after the date hereof ; provided, however, that with respect to clauses ( i),(iv ), ( v ) and ( vi ), such Effects, alone or in combination, may be deemed to constitute, or be taken intoaccount in determining whether a Material Adverse Effect has occurred, but only to the extent such Effectsdisproportionately affect the Company and its Subsidiaries compared to other participants in thebiotechnology or biopharmaceutical industries