definiens: means any inquiry, indication of interest, proposal or offer from any Person ( otherthan an inquiry, proposal or offer from Parent, Sub or any of their respective Subsidiaries or by any of their respectiveRepresentatives acting on their behalf ) relating to any direct or indirect acquisition by such Person ( or in the case of a directmerger between such Person and the Company, the equity holders of such Person ), including by way of any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, businesscombination, recapitalization, liquidation, dissolution, joint venture, license or similar transaction, of ( i ) the Covered Productor rights thereto, ( ii ) assets that constitute or represent fifteen percent ( 15 % ) or more of the assets of the Company and itsSubsidiaries, taken as a whole, ( iii ) fifteen percent ( 15 % ) or more of the outstanding shares of Company Common Stock or ofany class of capital stock of, or other Equity Interests in, one or more of the Subsidiaries of the Company which, in theaggregate, directly or indirectly hold the assets referred to in clauses ( i ) or ( ii ) above, or ( iv ) any combination of the foregoing, in each case other than the transactions contemplated by this Agreement