definiens: of or become a in any ( as such terms are defined or used in Regulation 14A under the Exchange Act ) with respect toTargacept or any Controlling Affiliate thereof;(iv ) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholderproposals with respect to [COMPANY] or any Controlling Affiliate thereof or induce any other person to initiate any stockholderproposal ; -83-(v ) seek to place any individual on the Board of Directors of [COMPANY] or any Controlling Affiliatethereof;(vi ) deposit any Voting Securities in a voting trust or subject any Voting Securities to a votingagreement or other agreement or arrangement with respect to the voting of such Voting Securities;(vii ) otherwise act, alone or in concert with others, to seek to control the management, Board ofDirectors, policies or affairs of [COMPANY] or any Controlling Affiliate thereof;(viii ) solicit, propose, seek to effect or negotiate with any other person ( including, without limitation, [COMPANY] or any Affiliate thereof ) with respect to the acquisition of any material portion of the consolidated assets ofTargacept and its Affiliates with respect to which [COMPANY] does not have a license or an option to obtain a license or anyform of merger, consolidation or other form of business combination or other similar extraordinary transaction with Targaceptor any Controlling Affiliate thereof or any share exchange, reorganization, recapitalization or other similar extraordinarytransaction not in the ordinary course of business with respect to [COMPANY] or any Controlling Affiliate thereof, or solicit, make or propose or negotiate with any other person with respect to, or publicly disclose an intent to make, any tender offer orexchange offer for any securities of [COMPANY] or any Controlling Affiliate thereof, or publicly disclose an intent, purpose, plan or proposal to engage, with respect to [COMPANY], any Controlling Affiliate thereof, any securities of [COMPANY] or anyControlling Affiliate thereof or any material portion of the consolidated assets of [COMPANY] and its Affiliates with respect towhich [COMPANY] does not have a license or an option to obtain a license, in any action that is described in the foregoingprovisions of this Section 6.1.3(a ) or that would violate the provisions of this Section 6.1.3(a ), or assist, participate in, facilitate or solicit any effort or attempt by any person to do so or seek to do any of the foregoing ; provided, however, that thisSection 6.1.3(a)(viii ) shall not prohibit [COMPANY] or its Affiliates from proposing other collaborative research agreements orlicense agreements with [COMPANY] or any Affiliate thereof ; or(ix ) request publicly ( or in any manner that would require [COMPANY] or any Affiliate thereof to make apublic disclosure ) [COMPANY], any Affiliate of [COMPANY] or any of their respective directors, officers, employees or agents toamend, waive or modify any provision of this Section 6.1.3(a ) or otherwise seek publicly ( or in any manner that would requireTargacept or any Affiliate thereof to make a public disclosure ) any amendment or modification to or waiver of anyobligations of [COMPANY] under this Section 6.1.3(a )