definiens: means any change, ev ent, development, occurrence or effect that ( a ) has a material adverse effect on the business, financial condition or results of operations of Utah and the Utah Subsidiaries, taken as a whole, or ( b ) has a materi al adverse effect on the ability of Utah to consumm ate the Combination prior to the Outside Date ; provided, ho wever, that, with respect to clause ( a ) only, none of the following shall be deemed in themselves, either alo ne or in combination, to constitute, and none of th e following shall be taken into account in determining whether there is a Utah Material Adverse Effect : any change, event, development, occurrence or effect to the extent res ulting from or arising in connection with ( i ) any c hanges resulting from general market, economic, financial, capital markets or political or regulatory conditi ons, ( ii ) any changes or proposed changes to applicable Law or GA AP ( or, in each case, authoritative interpretations thereof ), ( iii ) any changes resulting from weather, natural d isaster or any man - made disaster, any act of terror ism, war, national or international hostilities, or any worse ning thereof, ( iv ) any changes generally affecting the industries in which Utah and the Utah Subsidiaries conduct the ir businesses, ( v ) any changes resulting from the e xecution of this Agreement or the other Transaction Document s, the identity of Spinco, Spinco Sub and Pluto as counterparties hereto, or the announcement of this Agreement or the other Transaction Documents, or th e transactions contemplated hereby and thereby, inclu ding any loss of employees or customers, any cancel lation of or delay in customer orders or any disruption in or termination of ( or loss of or other negative effec t or change with respect to ) customer, supplier, distributor or similar business relationships or partnerships res ulting from the transactions contemplated by this Agreement or the other Transaction Documents ( provided that this cla use ( v ) does not apply in the context of any representa tion or warranty of the Utah Parties to the extent that the purpose of such representation and warranty is to a ddress the consequences resulting from the executio n and delivery of this Agreement or the other Transaction Documents, the consummation of the Combination or the other transactions contemplated hereby or the perfo rmance of obligations under this Agreement ), ( vi ) c hanges in the price or the trading volume of Utah Ordinary Sh ares or any change in the credit rating of Utah ( bu t not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be e xcepted by another clause of this definition ), ( vii ) any ch anges or effects resulting from any action required to be taken by the terms of the Transaction Documents ( other th an Section 8.1 ), 17 ( viii ) the failure of Utah to meet internal or anal ysts ’ expectations or projections of results of ope rations ( but not, in each case, the underlying cause of any such chan ges, unless such underlying cause would otherwise b e excepted by another clause of this definition ), ( ix ) national, provincial or local governmental or reg ulatory drug policy initiatives impacting the approval, pricing, procurement or reimbursement of Products in China, including ( A ) the Quality Consistency Evaluation System, ( B ) the centralized medicines procurement programs implemented by the Joint Procurement Office and oth er volume - based government tender processes, or ( C ) the National Reimbursement Drug List or the National Es sential Medicines List, or ( x ) any Action brought b y any Utah shareholder arising from or relating to the Se paration or the Combination or the other transactio ns contemplated by the Transaction Documents, except, in the case of clauses ( i ), ( ii ), ( iii ) and ( iv ), t o the extent such changes have a disproportionate impact on Utah and the Utah Subsidiaries, taken as a whole, as co mpared to other participants in the industries in which Ut ah and the Utah Subsidiaries conduct their business es ( in which case the incremental disproportionate impact may be taken into account in determining whether there ha s been a Utah Material Adverse Effect )