definiens: or shall mean any event, change, circumstance oreffect that is or would reasonably be expected to be materially 4 adverse to the condition ( financial or otherwise ), properties, assets ( including intangible assets ), liabilities, businesses orresults of operations of the Business or to have a material adverse effect on the ability of the Company to consummate thetransactions contemplated hereunder on a timely basis ; provided, however, that a shall not include(i ) changes, effects and circumstances resulting from ( a ) factors generally affecting the life sciences industry or ( b ) changes ingeneral economic, regulatory or political conditions, including changes in the United States or worldwide capital markets ; ( ii)the loss of Company Employees or customers having a relationship with the Business as a result of the announcement orpendency of the Acquisition, this Agreement or the transactions contemplated hereby, ( iii ) compliance by the Company withits express obligations pursuant to the terms and conditions of this Agreement ; or ( iv ) any change in GAAP or applicable laws, rules or regulations that occurs or becomes effective after the date of this Agreement ; provided, that in the case of any event, change, circumstance or effect referred to in clause ( i ) above, such event, change, circumstance or effect does not have amaterially disproportionate effect on the Business relative to other participants in the life sciences industry