definiens: means, with respect to any Person, any change or effect that is, or is reasonably likely tobe, materially adverse to the condition ( financial or otherwise ), business ( including the continued operation thereof inaccordance with past practice ), assets or results of operations of such Person and its Subsidiaries, taken as a whole, provided, however, that in no event shall any of the following, in and of 7 themselves, be deemed to constitute a Material Adverse Effect : ( i ) any changes resulting from or arising out of generaleconomic conditions in the United States or any other jurisdictions in which such Person and its Subsidiaries conductsbusiness ( including any changes arising out of acts of terrorism or weather conditions ) to the extent such changes do notdisproportionately affect such Person, ( ii ) any changes resulting from or arising out of conditions in the life science researchindustry to the extent such changes do not disproportionately affect such Person and its Subsidiaries, ( iii ) any changesresulting from changes in law or regulation, or ( iv ) any loss of customers or employees, delay or cancellation of customerorders or disruption in supplier, partner or similar relationships arising from the execution, announcement or pendency of thisAgreement or the Merger