definiens: shall mean any change, event or occurrence ( each, an ) that, individually orwhen taken together with all other effects that have occurred prior to the date of determination of the occurrence of theMaterial Adverse Effect, is or is reasonably likely to be materially adverse to the business, clinical or pre - clinicalprograms, intellectual property, condition ( financial or other ), assets, liabilities or results of operations of the Companyand its Subsidiaries, taken as a whole ; provided, however, that in no event shall any of the following occurring afterthe date hereof, alone or in combination, be deemed to constitute, or be taken into account in determining whether aMaterial Adverse Effect has occurred : ( i ) changes in the Company ’s industry generally or in conditions in the PRC orglobal economy or capital or financial markets generally, including changes in interest or exchange rates, ( ii ) anyEffect caused by the announcement or pendency of the transactions contemplated by the Transaction Agreements, orthe identity of the Purchaser or any of its Affiliates as the purchaser in connection with the transactions contemplatedby this Agreement or as a participant in the License Agreement, ( iii ) the performance of this Agreement, the LicenseAgreement and the transactions contemplated hereby and thereby, including compliance with the covenants set forthherein and therein, or any action taken or omitted to be taken by the Company at the request or with the prior consentof the Purchaser, ( iv ) changes in general legal, regulatory, political, economic or business conditions or changes toGAAP or interpretations thereof occurring after the date hereof that, in each case, generally affect the biotechnologyor biopharmaceutical 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, floods or othernatural 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 into account in determining whether aMaterial Adverse Effect has occurred, but only to the extent such effects disproportionately affect the Company andits Subsidiaries compared to other participants in the biotechnology or biopharmaceutical industries